UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: April 13, 2009
(Date of earliest event reported)
TOLL BROTHERS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-09186
|
|
23-2416878 |
| (State or other jurisdiction of
|
|
(Commission
|
|
(I.R.S. Employer |
| incorporation)
|
|
File Number)
|
|
Identification No.) |
250 Gibraltar Road
Horsham, PA 19044
(Address of principal executive offices and zip code)
(215) 938-8000
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TOLL BROTHERS, INC.
FORM 8-K
Item 1.01 Entry into a Material Definitive Agreement.
On April 13, 2009, Toll Brothers Finance Corp. (the “Issuer”), a wholly-owned subsidiary of
Toll Brothers, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting
Agreement”), with Citigroup Global Markets Inc., as representative of the other several
underwriters named therein, related to a public offering of up to $400,000,000 aggregate principal
amount of 8.910% Senior Notes Due 2017 (the “Senior Notes”) of the Issuer, guaranteed by the
Company and certain of its subsidiaries, pursuant to the Company’s universal shelf registration
statement on Form S-3 (File No. 333-154807), as supplemented by the prospectus supplement dated
April 13, 2009.
The description of the Underwriting Agreement is qualified in its entirety by the terms of
such agreement, which is incorporated herein by reference and attached to this report as Exhibit
1.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
The
information provided in Item 1.01 of this report is
incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
In connection with the offering of the Senior Notes, the Company is filing the legal opinion
relating to the offering as Exhibit 5.1 to this report.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
| 1.1 |
|
Underwriting Agreement, dated April 13, 2009, between Toll Brothers Finance
Corp. and Citigroup Global Markets Inc., as representative of the other
several underwriters named therein. |
| |
| 5.1 |
|
Opinion of Simpson Thacher & Bartlett LLP. |
| |
| 23.1 |
|
Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1). |