-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D097MDaje1MMfz0z+kO0f3faqLq18iEjjMhpAd8nKUq5YpQhRm+10kbYl6kbwDPy hDoEYuo67dgF6xPL5XQi/Q== 0000893220-08-001815.txt : 20080616 0000893220-08-001815.hdr.sgml : 20080616 20080616103446 ACCESSION NUMBER: 0000893220-08-001815 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080616 DATE AS OF CHANGE: 20080616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS INC CENTRAL INDEX KEY: 0000794170 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232416878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-37253 FILM NUMBER: 08899618 BUSINESS ADDRESS: STREET 1: 250 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 250 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS INC CENTRAL INDEX KEY: 0000794170 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232416878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 250 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 250 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 SC TO-C 1 w60551tcsctovc.htm SCHEDULE TO sctovc
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
TOLL BROTHERS, INC.
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))
 
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
NOT APPLICABLE
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOEL H. RASSMAN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
TOLL BROTHERS, INC.
250 GIBRALTAR ROAD
HORSHAM, PA 19044
(215) 938-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON)
COPIES TO:
DARRICK M. MIX, ESQUIRE
WOLFBLOCK LLP
1650 ARCH STREET, 22ND FLOOR
PHILADELPHIA, PA 19103-2097
(215) 977-2006
 
CALCULATION OF FILING FEE
     
TRANSACTION VALUATION*   AMOUNT OF FILING FEE*
Not applicable   Not applicable
     
 


*   A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
o     Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
             
Amount Previously Paid:
  Not applicable   Filing party:   Not applicable
Form or Registration No.:
  Not applicable   Date Filed:   Not applicable
þ    Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
     o     third-party tender offer subject to Rule 14d-1
     þ     issuer tender offer subject to Rule 13e-4
     o     going private transaction subject to Rule 13e-3
     o     amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
 
 

 

 

     On February 8, 2008, Toll Brothers, Inc. (the “Company”) filed with the Securities and Exchange Commission its Notice of Annual Meeting of Stockholders and Proxy Statement on Schedule 14A (“proxy materials”), a copy of which is filed as Exhibit 99.1 to this Schedule TO and incorporated herein by reference. The proxy materials included a proposal for stockholders to approve certain plan amendments to authorize a voluntary stock option exchange program for employees other than executive officers and directors (the “exchange program”). At its 2008 Annual Meeting of Stockholders held on March 12, 2008, the Company’s stockholders voted to approve the plan amendments to authorize the exchange program. The Company has decided to proceed with an exchange program that is scheduled to commence on June 16, 2008.
     Neither this information nor the proxy materials constitute an offer to purchase or a solicitation of an offer to sell the Company’s securities. Upon commencement of the exchange program on June 16, 2008, the Company will provide option holders who are eligible to participate in the exchange program with written materials explaining the precise terms and timing of the exchange program. Persons who are eligible to participate in the exchange program should read these written materials carefully when they become available because they will contain important information about the exchange program. The Company will also file these written materials with the Securities and Exchange Commission as part of a tender offer statement upon the commencement of the exchange program. The Company’s stockholders and option holders will be able to obtain these written materials and other documents filed by the Company with the Securities and Exchange Commission free of charge from the Securities and Exchange Commission’s website at www.sec.gov on and after June 16, 2008. Eligible holders of the Company’s options may obtain a written copy of the tender offer documents, when available, by contacting Toll Brothers, Inc., Attention: Investor Relations, 250 Gibraltar Road, Horsham, PA 19044, or by telephone at (215) 938-5196.
Item 12. Exhibits.
     
EXHIBIT    
NUMBER   DESCRIPTION
 
99.1
  Notice of Annual Meeting of Stockholders and Proxy Statement for the 2008 Annual Meeting of Stockholders (incorporated by reference to Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 8, 2008).

 

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