-----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, NJOSzxo9pGhCq3DvkfKmKFNGffGoZlYuVEX3BxB0Vzy1xrP39vTIzs5xxn12Z1zy pqoRvNIF0Hx6hQFy/Ad3JQ== 0000950116-05-001625.txt : 20050503 0000950116-05-001625.hdr.sgml : 20050503 20050503060236 ACCESSION NUMBER: 0000950116-05-001625 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050501 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09186 FILM NUMBER: 05792709 BUSINESS ADDRESS: STREET 1: 3103 PHILMONT AVE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 8-K 1 eight-k.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 __________________ 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): MAY 1, 2005 TOLL BROTHERS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 001-09186 23-2416878 (State or Other Jurisdiction) (Commission (IRS Employer of Incorporation) File Number) Identification No.) 250 GIBRALTAR ROAD, HORSHAM, PA 19044 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 938-8000 ________________________________________________________________________ (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. On May 1, 2005, each of Robert I. Toll and Bruce E. Toll (the "Tolls") entered into agreements with Toll Brothers, Inc. (the "Company") to abolish their respective Stock Redemption Agreements, dated October 28, 1995 (the Agreements"). The expiration date of each of the Agreements was October 28, 2005. Each of the Agreements obligated the Company to maintain insurance on each of the lives of the Tolls sufficient to purchase up to $10,000,000 of the Company's common stock (the "Common Stock") owned by Robert I. Toll if Robert I. Toll were to die prior to October 28, 2005 and to purchase the same amount of Common Stock from Bruce E. Toll if Bruce E. Toll were to die prior to October 28, 2005. The Agreements also gave the Company the option to buy an additional $30,000,000 of Common Stock from each of the Tolls. The purchase price of the Common Stock would have been based on the market value of the Common Stock as defined in the Agreements. 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. Item 10.1* Agreement to Abolish Stock Redemption Agreement between Robert I. Toll and Toll Brothers, Inc. dated April 28, 2005. 10.2* Agreement to Abolish Stock Redemption Agreement between Bruce E. Toll and Toll Brothers, Inc. dated April 28, 2005. * Filed electronically herewith. 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: May 2, 2005 By: Joseph R. Sicree _______________________ Joseph R. Sicree Vice President, Chief Accounting Officer EX-10 2 ex10-1.txt EXHIBIT 10.1 EXHIBIT 10.1 AGREEMENT TO ABOLISH STOCK REDEMPTION AGREEMENT -------------------------- The parties hereto, for consideration received and intending to be legally bound hereby, agree to terminate and abolish, effective the date hereof, that certain Stock Redemption Agreement, dated October 28, 1995, between Toll Brothers, Inc. and Robert I. Toll. In Witness Whereof, the parties have executed this Agreement to Abolish Stock Redemption Agreement this 1st day of May, 2005, intending it to be effective as of the date hereof. Robert I. Toll -------------- Robert I. Toll Toll Brothers, Inc. By: Joel H. Rassman ------------------- Joel H. Rassman Executive Vice President, Chief Financial Officer and Treasurer EX-10 3 ex10-2.txt EXHIBIT 10.2 EXHIBIT 10.2 AGREEMENT TO ABOLISH STOCK REDEMPTION AGREEMENT -------------------------- The parties hereto, for consideration received and intending to be legally bound hereby, agree to terminate and abolish, effective the date hereof, that certain Stock Redemption Agreement, dated October 28, 1995, between Toll Brothers, Inc. and Bruce E. Toll. In Witness Whereof, the parties have executed this Agreement to Abolish Stock Redemption Agreement this 1st day of May, 2005, intending it to be effective as of the date hereof. Bruce E. Toll ------------- Bruce E. Toll Toll Brothers, Inc. By: Joel H. Rassman ------------------- Joel H. Rassman Executive Vice President, Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----