Form S-3ASR Toll Mi Vii Corp.

S-3ASR - Automatic shelf registration statement of securities of well-known seasoned issuers

Published: 2018-02-12 17:40:41
Submitted: 2018-02-13
Period Ending In: 2018-02-13
s3asr2018.htm S-3ASR




As filed with the Securities and Exchange Commission on
February 12, 2018
Registration No. 333-


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Toll Brothers, Inc.*
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
 
23-2416878
(State or other jurisdiction of
incorporation or organization of registrant)
 
(I.R.S. Employer
Identification No.)
250 Gibraltar Road
Horsham, PA 19044
(215) 938-8000
(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)
 
John K. McDonald
General Counsel
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, PA 19044
(215) 938-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copy to:

Joseph D. Zavaglia, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019
(212) 474-1724

 
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box.    
¨





If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    
ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    
¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    
¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company," in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
Non-accelerated filer
 
¨
 (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨

 
 
 
 
Emerging growth company
 
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act.
o
CALCULATION OF REGISTRATION FEE
 
 
Amount
to be
Registered
Proposed
Maximum
Offering Price
Per Unit
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock
(1)
(1)
(1)
(1)
Preferred Stock
(1)
(1)
(1)
(1)
Warrants
(1)
(1)
(1)
(1)
Senior Debt Securities
(1)
(1)
(1)
(1)
Subordinated Debt Securities
(1)
(1)
(1)
(1)
Guarantees
(1), (2)
(1), (2)
(1), (2)
(1), (2)
(1)
Omitted pursuant to Form S-3 General Instruction II.E. An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r), the registrants are deferring payment of all of the registration fee.
(2)
Pursuant to Rule 457(n), no separate registration fee is payable with regard to the guarantees.

*
The co-registrants listed on the following pages are also included in this Form S-3 Registration Statement as additional registrants.







The following direct and indirect subsidiaries of Toll Brothers, Inc. may issue the senior debt securities, subordinated debt securities and/or guarantee the senior debt securities and subordinated debt securities and are co-registrants under this registration statement. The address, including zip code, and telephone number, including area code, for each of the co-registrants is 250 Gibraltar Road, Horsham, Pennsylvania 19044, 215 938-8000.
Exact Name of Registrant
As Specified in its Charter
 
State or Other
Jurisdiction of
Incorporation or
Organization
 
I.R.S. Employer
Identification Number
First Huntingdon Finance Corp.
 
Delaware
 
23-2485787
Toll Brothers Finance Corp.
 
Delaware
 
23-3097271
Toll Corp.
 
Delaware
 
23-2485860
The following direct and indirect subsidiaries of Toll Brothers, Inc. may guarantee the senior debt securities and subordinated debt securities and are co-registrants under this registration statement. The address, including zip code, and telephone number, including area code, for each of the co-registrants is 250 Gibraltar Road, Horsham, Pennsylvania 19044, 215 938-8000.
Exact Name of Registrant
As Specified in its Charter
 
State or Other
Jurisdiction of
Incorporation or
Organization
 
I.R.S. Employer
Identification Number
110-112 Third Ave. Realty Corp.
 
New York
 
13-1940046
Dominion III Corp.
 
Delaware
 
82-2816173
ESE Consultants, Inc.
 
Delaware
 
23-2432981
First Brandywine Investment Corp. II
 
Delaware
 
23-2731790
First Brandywine Investment Corp. IV
 
Delaware
 
61-1443340
HQZ Acquisitions, Inc.
 
Michigan
 
38-3149633
PRD Investors, Inc.
 
Delaware
 
46-5522455
Shapell Homes, Inc.
 
Delaware
 
94-3490626
Shapell Industries, Inc.
 
Delaware
 
95-2578030
TB Proprietary Corp.
 
Delaware
 
23-2485790
The Silverman Building Companies, Inc.
 
Michigan
 
38-3075345
Toll Architecture I, P.A.
 
Delaware
 
20-4889260
Toll Architecture, Inc.
 
Delaware
 
20-3532291
Toll Bros. of Arizona, Inc.
 
Arizona
 
23-2906398
Toll Bros. of North Carolina, Inc.
 
North Carolina
 
23-2777389
Toll Bros. of North Carolina II, Inc.
 
North Carolina
 
23-2990315
Toll Bros., Inc.
 
Delaware
 
23-2600117
Toll Bros., Inc.
 
Pennsylvania
 
23-2417123
Toll Brothers AZ Construction Company
 
Arizona
 
23-2832024
Toll Brothers Canada USA, Inc.
 
Delaware
 
61-1756936
Toll Brothers Real Estate, Inc.
 
Pennsylvania
 
23-2417116
Toll CA Holdings, Inc.
 
Delaware
 
45-4751630
Toll Centennial Corp.
 
Delaware
 
56-2489913
Toll Diamond Corp.
 
Delaware
 
57-1195241
Toll Golden Corp.
 
Delaware
 
56-2489904
Toll Holdings, Inc.
 
Delaware
 
23-2569047
Toll Land Corp. No. 50
 
Delaware
 
23-2860513
Toll MI VII Corp.
 
Michigan
 
82-0747100
Toll Mid-Atlantic LP Company, Inc.
 
Delaware
 
57-1195257
Toll NJX-I Corp.
 
Delaware
 
51-0413821
Toll Northeast LP Company, Inc.
 
Delaware
 
57-1195250
Toll Northeast Services, Inc.
 
Delaware
 
20-3714378
Toll NV GP Corp.
 
Nevada
 
23-2928710
Toll Realty Holdings Corp. I
 
Delaware
 
23-2954512
Toll Realty Holdings Corp. II
 
Delaware
 
23-2954511
Toll Southeast LP Company, Inc.
 
Delaware
 
57-1195213

1



Exact Name of Registrant
As Specified in its Charter
 
State or Other
Jurisdiction of
Incorporation or
Organization
 
I.R.S. Employer
Identification Number
Toll SW Holding I Corp.
 
Nevada
 
26-3753963
Toll VA GP Corp.
 
Delaware
 
23-2551790
Toll VA Member Two, Inc.
 
Delaware
 
51-0385726
Toll WA GP Corp.
 
Washington
 
45-3717010
Toll WV GP Corp.
 
West Virginia
 
20-3337780
Upper K Investors, Inc.
 
Delaware
 
46-5531792
Ashford Land Company, L.P.
 
Delaware
 
20-8437831
Audubon Ridge, L.P.
 
Pennsylvania
 
23-2668976
Belmont Land, L.P.
 
Virginia
 
23-2810333
Binks Estates Limited Partnership
 
Florida
 
23-2796300
Broad Run Associates, L.P.
 
Pennsylvania
 
23-2979479
Byers Commercial LP
 
Pennsylvania
 
20-1606337
CC Estates Limited Partnership
 
Massachusetts
 
23-2748927
Cold Spring Hunt, L.P.
 
Pennsylvania
 
23-2702468
Coleman-Toll Limited Partnership
 
Nevada
 
23-2928708
Dominion Country Club, L.P.
 
Virginia
 
23-2984309
Estates at Princeton Junction, L.P.
 
New Jersey
 
23-2760779
Fairfax Investment, L.P.
 
Virginia
 
23-2982190
First Brandywine Partners, L.P.
 
Delaware
 
51-0385730
Greens at Waynesborough, L.P.
 
Pennsylvania
 
23-2740013
Hoboken Land LP
 
New Jersey
 
20-1466751
Hockessin Chase, L.P.
 
Delaware
 
23-2944970
Laurel Creek, L.P.
 
New Jersey
 
23-2796297
Loudoun Valley Associates, L.P.
 
Virginia
 
23-3025878
NC Country Club Estates Limited Partnership
 
North Carolina
 
23-2917299
Porter Ranch Development Co.
 
California
 
95-2952018
Silverman-Toll Limited Partnership
 
Michigan
 
23-2986323
Sorrento at Dublin Ranch I LP
 
California
 
20-3337641
Sorrento at Dublin Ranch III LP
 
California
 
20-3337665
South Riding, L.P.
 
Virginia
 
23-2994369
South Riding Amberlea LP
 
Virginia
 
20-0383954
South Riding Partners Amberlea LP
 
Virginia
 
20-0384024
South Riding Partners, L.P.
 
Virginia
 
23-2861890
Southport Landing Limited Partnership
 
Connecticut
 
23-2784609
Springton Pointe, L.P.
 
Pennsylvania
 
23-2810340
Stone Mill Estates, L.P.
 
Pennsylvania
 
23-3013974
Swedesford Chase, L.P.
 
Pennsylvania
 
23-2939504
TBI/Palm Beach Limited Partnership
 
Florida
 
23-2891601
The Bird Estate Limited Partnership
 
Massachusetts
 
23-2883360
Toll at Brier Creek Limited Partnership
 
North Carolina
 
23-2954264
Toll at Westlake, L.P.
 
New Jersey
 
23-2963549
Toll at Whippoorwill, L.P.
 
New York
 
23-2888554
Toll Brooklyn L.P.
 
New York
 
20-1941153
Toll Brothers AZ Limited Partnership
 
Arizona
 
23-2815685
Toll CA, L.P.
 
California
 
23-2963547
Toll CA II, L.P.
 
California
 
23-2838417
Toll CA III, L.P.
 
California
 
23-3031827
Toll CA IV, L.P.
 
California
 
23-3029688
Toll CA V, L.P.
 
California
 
23-3091624
Toll CA VI, L.P.
 
California
 
23-3091657
Toll CA VII, L.P.
 
California
 
20-1972440

2



Exact Name of Registrant
As Specified in its Charter
 
State or Other
Jurisdiction of
Incorporation or
Organization
 
I.R.S. Employer
Identification Number
Toll CA VIII, L.P.
 
California
 
20-2328888
Toll CA IX, L.P.
 
California
 
20-3454571
Toll CA X, L.P.
 
California
 
20-3454613
Toll CA XI, L.P.
 
California
 
20-3532036
Toll CA XII, L.P.
 
California
 
20-3733386
Toll CA XIX, L.P.
 
California
 
20-5853968
Toll CA XX, L.P.
 
California
 
47-3678669
Toll CO, L.P.
 
Colorado
 
23-2978294
Toll CO II, L.P.
 
Colorado
 
46-1812136
Toll CO III, L.P.
 
Colorado
 
47-2088497
Toll CT Limited Partnership
 
Connecticut
 
23-2963551
Toll CT II Limited Partnership
 
Connecticut
 
23-3041974
Toll CT III Limited Partnership
 
Connecticut
 
27-3790650
Toll CT IV Limited Partnership
 
Connecticut
 
45-4291419
Toll DE LP
 
Delaware
 
20-0660934
Toll DE II LP
 
Delaware
 
26-1358236
Toll Estero Limited Partnership
 
Florida
 
72-1539292
Toll FL Limited Partnership
 
Florida
 
23-3007073
Toll FL II Limited Partnership
 
Florida
 
73-1657686
Toll FL III Limited Partnership
 
Florida
 
20-0135814
Toll FL IV Limited Partnership
 
Florida
 
20-1158717
Toll FL V Limited Partnership
 
Florida
 
20-2862720
Toll FL VI Limited Partnership
 
Florida
 
20-3161585
Toll FL VII Limited Partnership
 
Florida
 
20-3482591
Toll FL VIII Limited Partnership
 
Florida
 
20-4232188
Toll FL X Limited Partnership
 
Florida
 
27-1476302
Toll FL XII Limited Partnership
 
Florida
 
46-5669537
Toll FL XIII Limited Partnership
 
Florida
 
47-2556249
Toll Ft. Myers Limited Partnership
 
Florida
 
82-0559443
Toll GA LP
 
Georgia
 
20-5854013
Toll Grove LP
 
New Jersey
 
20-0215496
Toll Hudson LP
 
New Jersey
 
20-0465460
Toll IL HWCC, L.P.
 
Illinois
 
75-2985312
Toll IL, L.P.
 
Illinois
 
23-2963552
Toll IL II, L.P.
 
Illinois
 
23-3041962
Toll IL III, L.P.
 
Illinois
 
03-0382404
Toll IL IV, L.P.
 
Illinois
 
20-3733446
Toll IL WSB, L.P.
 
Illinois
 
20-1000885
Toll Jacksonville Limited Partnership
 
Florida
 
20-0204373
Toll Land IV Limited Partnership
 
New Jersey
 
23-2737490
Toll Land V Limited Partnership
 
New York
 
23-2796637
Toll Land VI Limited Partnership
 
New York
 
23-2796640
Toll Land IX Limited Partnership
 
Virginia
 
23-2939502
Toll Land X Limited Partnership
 
Virginia
 
23-2774670
Toll Land XI Limited Partnership
 
New Jersey
 
23-2796302
Toll Land XV Limited Partnership
 
Virginia
 
23-2810342
Toll Land XVI Limited Partnership
 
New Jersey
 
23-2810344
Toll Land XVIII Limited Partnership
 
Connecticut
 
23-2833240
Toll Land XIX Limited Partnership
 
California
 
23-2833171
Toll Land XX Limited Partnership
 
California
 
23-2838991
Toll Land XXI Limited Partnership
 
Virginia
 
23-2865738

3



Exact Name of Registrant
As Specified in its Charter
 
State or Other
Jurisdiction of
Incorporation or
Organization
 
I.R.S. Employer
Identification Number
Toll Land XXII Limited Partnership
 
California
 
23-2879949
Toll Land XXIII Limited Partnership
 
California
 
23-2879946
Toll Land XXV Limited Partnership
 
New Jersey
 
23-2867694
Toll MA Land Limited Partnership
 
Massachusetts
 
20-4889176
Toll MA Land III Limited Partnership
 
Massachusetts
 
81-4230212
Toll MD AF Limited Partnership
 
Maryland
 
23-2740412
Toll MD Limited Partnership
 
Maryland
 
23-2963546
Toll MD II Limited Partnership
 
Maryland
 
23-2978195
Toll MD III Limited Partnership
 
Maryland
 
23-3044366
Toll MD IV Limited Partnership
 
Maryland
 
71-0890813
Toll MD V Limited Partnership
 
Maryland
 
81-0610742
Toll MD VI Limited Partnership
 
Maryland
 
20-1756721
Toll MD VII Limited Partnership
 
Maryland
 
20-2101938
Toll MD VIII Limited Partnership
 
Maryland
 
20-3675884
Toll MD IX Limited Partnership
 
Maryland
 
20-3733408
Toll MD X Limited Partnership
 
Maryland
 
20-5469282
Toll MD XI Limited Partnership
 
Maryland
 
20-8406566
Toll MI Limited Partnership
 
Michigan
 
23-2999200
Toll MI II Limited Partnership
 
Michigan
 
23-3015611
Toll MI III Limited Partnership
 
Michigan
 
23-3097778
Toll MI IV Limited Partnership
 
Michigan
 
20-1501161
Toll MI V Limited Partnership
 
Michigan
 
20-2489523
Toll MI VI Limited Partnership
 
Michigan
 
47-2837197
Toll MN, L.P.
 
Minnesota
 
20-0099987
Toll MN II, L.P.
 
Minnesota
 
20-4804528
Toll Naval Associates
 
Pennsylvania
 
23-2454576
Toll NC, L.P.
 
North Carolina
 
20-2087335
Toll NC II LP
 
North Carolina
 
20-5208447
Toll NC III LP
 
North Carolina
 
27-1931828
Toll NJ, L.P.
 
New Jersey
 
23-2963550
Toll NJ II, L.P.
 
New Jersey
 
23-2991953
Toll NJ III, L.P.
 
New Jersey
 
23-2993263
Toll NJ IV, L.P.
 
New Jersey
 
23-3038827
Toll NJ VI, L.P.
 
New Jersey
 
23-3098583
Toll NJ VII, L.P.
 
New Jersey
 
20-2635402
Toll NJ VIII, L.P.
 
New Jersey
 
20-3337736
Toll NJ XI, L.P.
 
New Jersey
 
20-5088496
Toll NJ XII LP
 
New Jersey
 
46-5647446
Toll NV Limited Partnership
 
Nevada
 
23-3010602
Toll NY L.P.
 
New York
 
20-3887115
Toll NY III L.P.
 
New York
 
26-3893230
Toll NY IV L.P.
 
New York
 
27-1500651
Toll NY V L.P.
 
New York
 
47-3281922
Toll Orlando Limited Partnership
 
Florida
 
20-2862679
Toll PA Development LP
 
Pennsylvania
 
47-3741797
Toll PA Management LP
 
Pennsylvania
 
47-3751893
Toll PA, L.P.
 
Pennsylvania
 
23-2879956
Toll PA II, L.P.
 
Pennsylvania
 
23-3063349
Toll PA III, L.P.
 
Pennsylvania
 
23-3097666
Toll PA IV, L.P.
 
Pennsylvania
 
23-3097672
Toll PA V, L.P.
 
Pennsylvania
 
03-0395087

4



Exact Name of Registrant
As Specified in its Charter
 
State or Other
Jurisdiction of
Incorporation or
Organization
 
I.R.S. Employer
Identification Number
Toll PA VI, L.P.
 
Pennsylvania
 
47-0858909
Toll PA VIII, L.P.
 
Pennsylvania
 
20-0969010
Toll PA IX, L.P.
 
Pennsylvania
 
20-0969053
Toll PA X, L.P.
 
Pennsylvania
 
20-2172994
Toll PA XI, L.P.
 
Pennsylvania
 
20-3733420
Toll PA XII, L.P.
 
Pennsylvania
 
20-1934037
Toll PA XIII, L.P.
 
Pennsylvania
 
20-4889135
Toll PA XIV, L.P.
 
Pennsylvania
 
26-1603357
Toll PA XV, L.P.
 
Pennsylvania
 
26-1415588
Toll PA XVI, L.P.
 
Pennsylvania
 
47-1237726
Toll PA XVII, L.P.
 
Pennsylvania
 
47-1248397
Toll PA XVIII, L.P.
 
Pennsylvania
 
47-1051800
Toll PA XIX, L.P.
 
Pennsylvania
 
47-2858350
Toll Realty Holdings LP
 
Delaware
 
23-2954509
Toll RI, L.P.
 
Rhode Island
 
23-3020191
Toll RI II, L.P.
 
Rhode Island
 
27-0043852
Toll SC, L.P.
 
South Carolina
 
23-3094632
Toll SC II, L.P.
 
South Carolina
 
82-0574725
Toll SC III, L.P.
 
South Carolina
 
20-4249465
Toll SC IV, L.P.
 
South Carolina
 
26-2314893
Toll Stonebrae LP
 
California
 
20-3192668
Toll VA, L.P.
 
Virginia
 
23-2952674
Toll VA II, L.P.
 
Virginia
 
23-3001131
Toll VA III, L.P.
 
Virginia
 
23-3001132
Toll VA IV, L.P.
 
Virginia
 
75-2972033
Toll VA V, L.P.
 
Virginia
 
47-0887401
Toll VA VI, L.P.
 
Virginia
 
20-1972394
Toll VA VII, L.P.
 
Virginia
 
20-3675918
Toll VA VIII, L.P.
 
Virginia
 
47-1670570
Toll WA LP
 
Washington
 
35-2425736
Toll WV LP
 
West Virginia
 
20-4249451
Toll YL II, L.P.
 
California
 
80-0014182
Toll-Dublin, L.P.
 
California
 
23-3070669
89 Park Avenue LLC
 
New York
 
23-2796637**
126-142 Morgan Street Urban Renewal LLC
 
New Jersey
 
20-5088496**
134 Bay Street LLC
 
Delaware
 
20-2635402**
1400 Hudson LLC
 
New Jersey
 
20-1466751**
1451 Hudson LLC
 
New Jersey
 
20-1466751**
1450 Washington LLC
 
New Jersey
 
20-1466751**
1500 Garden St. LLC
 
New Jersey
 
20-1466751**
700 Grove Street Urban Renewal LLC
 
New Jersey
 
20-0215496**
Arbor Hills Development LLC
 
Michigan
 
20-1501161**
Arbors Porter Ranch, LLC
 
California
 
95-2952018**
Belmont Country Club I LLC
 
Virginia
 
23-2810333**
Belmont Country Club II LLC
 
Virginia
 
23-2810333**
Block 255 LLC
 
New Jersey
 
20-1466751**
Block 268 LLC
 
New Jersey
 
20-1466751**
Brier Creek Country Club I LLC
 
North Carolina
 
23-2954264**
Brier Creek Country Club II LLC
 
North Carolina
 
23-2954264**
Byers Commercial LLC
 
Delaware
 
23-3063349**
Component Systems I LLC
 
Delaware
 
23-2417123**

5



Exact Name of Registrant
As Specified in its Charter
 
State or Other
Jurisdiction of
Incorporation or
Organization
 
I.R.S. Employer
Identification Number
Component Systems II LLC
 
Delaware
 
23-2417123**
CWG Construction Company LLC
 
New Jersey
 
20-1104737
Dominion IV LLC
 
Delaware
 
82-2816173**
Dominion Valley Country Club I LLC
 
Virginia
 
23-2984309**
Dominion Valley Country Club II LLC
 
Virginia
 
23-2984309**
Enclave at Long Valley I LLC
 
New Jersey
 
23-3038827**
Enclave at Long Valley II LLC
 
New Jersey
 
23-3038827**
First Brandywine LLC I
 
Delaware
 
23-2731790**
First Brandywine LLC II
 
Delaware
 
23-2731790**
Frenchman’s Reserve Realty, LLC
 
Florida
 
23-2417123**
Goshen Road Land Company LLC
 
Pennsylvania
 
57-1195257**
Hatboro Road Associates LLC
 
Pennsylvania
 
23-3097666**
Hoboken Cove LLC
 
New Jersey
 
20-1466751**
Hoboken Land I LLC
 
Delaware
 
20-1466751**
Jacksonville TBI Realty LLC
 
Florida
 
23-2417123**
Liseter Land Company LLC
 
Pennsylvania
 
23-2687561**
Liseter, LLC
 
Delaware
 
23-2687561**
Long Meadows TBI, LLC
 
Maryland
 
23-3044366**
Martinsburg Ventures, L.L.C.
 
Virginia
 
23-2865738**
Mizner Realty, L.L.C.
 
Florida
 
23-2417123**
Morgan Street JV LLC
 
Delaware
 
20-5088496**
Naples TBI Realty, LLC
 
Florida
 
23-2417123**
Orlando TBI Realty LLC
 
Florida
 
23-2417123**
Placentia Development Company, LLC
 
California
 
95-2578030**
Plum Canyon Master LLC
 
Delaware
 
95-2578030**
PRD Investors, LLC
 
Delaware
 
95-2578030**
PT Maxwell Holdings, LLC
 
New Jersey
 
20-3153303
PT Maxwell, L.L.C.
 
New Jersey
 
20-3153303**
Rancho Costera LLC
 
Delaware
 
95-2578030**
Regency at Denville, LLC
 
New Jersey
 
23-2810344**
Regency at Dominion Valley LLC
 
Virginia
 
23-2984309**
Regency at Washington I LLC
 
New Jersey
 
23-3098583**
Regency at Washington II LLC
 
New Jersey
 
23-3098583**
Shapell Hold Properties No. 1, LLC
 
Delaware
 
95-2578030**
Shapell Land Company, LLC
 
Delaware
 
95-2578030**
South Riding Realty LLC
 
Virginia
 
23-2861890**
SR Amberlea LLC
 
Virginia
 
20-0383954**
SRLP II LLC
 
Virginia
 
23-2994639**
Tampa TBI Realty LLC
 
Florida
 
23-2417123**
TB Kent Partners LLC
 
Delaware
 
20-3887115**
The Regency Golf Club I LLC
 
Virginia
 
23-2984309**
The Regency Golf Club II LLC
 
Virginia
 
23-2984309**
Toll Austin TX LLC
 
Texas
 
26-0389752**
Toll Austin TX II LLC
 
Texas
 
46-4823022
Toll Austin TX III LLC
 
Texas
 
47-2161571
Toll BBC LLC
 
Texas
 
26-0389704**
Toll BBC II LLC
 
Texas
 
26-0389704**
Toll CA I LLC
 
California
 
23-2838417**
Toll CA III LLC
 
California
 
95-2578030**
Toll CA Note II LLC
 
California
 
23-2838417**
Toll Cedar Hunt LLC
 
Virginia
 
23-2994369**

6



Exact Name of Registrant
As Specified in its Charter
 
State or Other
Jurisdiction of
Incorporation or
Organization
 
I.R.S. Employer
Identification Number
Toll CO I LLC
 
Colorado
 
23-2978294**
Toll Corners LLC
 
Delaware
 
23-2963551**
Toll Dallas TX LLC
 
Texas
 
26-0389704
Toll EB, LLC
 
Delaware
 
23-2810344**
Toll Equipment, L.L.C.
 
Delaware
 
23-2417123**
Toll FL I, LLC
 
Florida
 
23-3007073**
Toll FL IV LLC
 
Florida
 
20-2862720**
Toll FL V LLC
 
Florida
 
27-3790713**
Toll Glastonbury LLC
 
Connecticut
 
23-3041974**
Toll Henderson LLC
 
Nevada
 
23-2417123**
Toll Hoboken LLC
 
Delaware
 
20-0465460**
Toll Houston Land LLC
 
Texas
 
27-0876926**
Toll Houston TX LLC
 
Texas
 
27-0876926
Toll ID I LLC
 
Idaho
 
23-2417123**
Toll IN LLC
 
Indiana
 
23-2417123**
Toll Jupiter LLC
 
Florida
 
20-3368529**
Toll Land VII LLC
 
New York
 
57-1195250**
Toll Lexington LLC
 
New York
 
27-3767977
Toll MA Development LLC
 
Massachusetts
 
57-1195250**
Toll MA Holdings LLC
 
Delaware
 
57-1195250**
Toll MA Land II GP LLC
 
Delaware
 
57-1195250**
Toll MA Management LLC
 
Massachusetts
 
57-1195250**
Toll MA I LLC
 
Massachusetts
 
23-2748927**
Toll MA II LLC
 
Massachusetts
 
23-2748927**
Toll MA III LLC
 
Massachusetts
 
23-2748927**
Toll MA IV LLC
 
Massachusetts
 
23-2748927**
Toll MD I, L.L.C.
 
Maryland
 
23-2737488**
Toll MD II LLC
 
Maryland
 
23-2740412**
Toll MD III LLC
 
Maryland
 
20-2101938**
Toll MD IV LLC
 
Maryland
 
20-2101938**
Toll Mid-Atlantic II LLC
 
Delaware
 
57-1195257**
Toll Midwest LLC
 
Delaware
 
57-1195250**
Toll Morgan Street LLC
 
Delaware
 
20-5088496**
Toll NC I LLC
 
North Carolina
 
23-2917299**
Toll NC IV LLC
 
North Carolina
 
20-5208447**
Toll NC Note LLC
 
North Carolina
 
23-2917299**
Toll NC Note II LLC
 
North Carolina
 
23-2917299**
Toll NJ I, L.L.C.
 
New Jersey
 
23-3091620**
Toll NJ II, L.L.C.
 
New Jersey
 
23-3091620**
Toll NJ III, LLC
 
New Jersey
 
23-2417123**
Toll NJ IV LLC
 
New Jersey
 
57-1195250**
Toll Northeast II LLC
 
Delaware
 
57-1195250**
Toll NY II LLC
 
New York
 
57-1195250**
Toll North LV LLC
 
Nevada
 
23-2417123**
Toll North Reno LLC
 
Nevada
 
23-2417123**
Toll NV GP I LLC
 
Nevada
 
23-2928710**
Toll NV Holdings LLC
 
Nevada
 
23-2417123**
Toll PA Twin Lakes LLC
 
Pennsylvania
 
57-1195257**
Toll Port Imperial LLC
 
New Jersey
 
57-1195250**
Toll Prasada LLC
 
Arizona
 
23-2417123**
Toll San Antonio TX LLC
 
Texas
 
20-4888966**

7



Exact Name of Registrant
As Specified in its Charter
 
State or Other
Jurisdiction of
Incorporation or
Organization
 
I.R.S. Employer
Identification Number
Toll South LV LLC
 
Nevada
 
23-2417123**
Toll South Reno LLC
 
Nevada
 
23-2417123**
Toll Southeast II LLC
 
Delaware
 
57-1195213**
Toll Southwest LLC
 
Delaware
 
23-2417123**
Toll Southwest II LLC
 
Delaware
 
23-2417123**
Toll Sparks LLC
 
Nevada
 
23-2417123**
Toll Stratford LLC
 
Virginia
 
20-3116806
Toll SW Holding LLC
 
Nevada
 
26-3754027
Toll TX Note LLC
 
Texas
 
26-0389704**
Toll VA LLC
 
Delaware
 
51-0385728
Toll VA III, L.L.C.
 
Virginia
 
23-2417123**
Toll Van Wyck, LLC
 
New York
 
23-2796637**
Toll Vanderbilt II LLC
 
Rhode Island
 
51-1195217**
Toll-Dublin, LLC
 
California
 
23-3070669**
Toll West Coast LLC
 
Delaware
 
23-2417123**
Toll West Coast II LLC
 
Delaware
 
23-2417123**
Upper K Investors, LLC
 
Delaware
 
95-2578030**
Upper K-Shapell, LLC
 
Delaware
 
95-3017628
Vanderbilt Capital, LLC
 
Rhode Island
 
56-2421664
Virginia Construction Co. I, LLC
 
Virginia
 
23-2417123**
Virginia Construction Co. II, LLC
 
Virginia
 
23-2417123**
**
Uses Employer Identification Number used by its sole member.


8



PROSPECTUS
tollbrothersalhbblack2a03.jpg
TOLL BROTHERS, INC.
Common Stock
Preferred Stock
Warrants
Guarantees of Debt Securities
TOLL CORP.
FIRST HUNTINGDON FINANCE CORP.
TOLL BROTHERS FINANCE CORP.
Senior Debt Securities, Subordinated Debt Securities, Guarantees of Debt Securities
Toll Brothers, Inc. may offer and sell any combination of the following securities from time to time:
common stock;
preferred stock;
warrants to purchase common stock or preferred stock issued by Toll Brothers, Inc. or debt securities issued by Toll Corp., First Huntingdon Finance Corp. or Toll Brothers Finance Corp.; and
guarantees of debt securities issued by Toll Corp., First Huntingdon Finance Corp. or Toll Brothers Finance Corp.
Toll Corp., First Huntingdon Finance Corp. and Toll Brothers Finance Corp. may offer senior debt securities and subordinated debt securities, from time to time, in one or more offerings. If indicated in the relevant prospectus supplement, the debt securities issued by Toll Corp., First Huntingdon Finance Corp. or Toll Brothers Finance Corp. may, in addition to the guarantee of Toll Brothers, Inc., be fully and unconditionally guaranteed by a number of our directly or indirectly wholly-owned subsidiaries. Toll Corp., First Huntingdon Finance Corp. and Toll Brothers Finance Corp. are indirect, wholly-owned subsidiaries of Toll Brothers, Inc.
We may offer these securities from time to time, in amounts, on terms and at prices that will be determined at the time of offering. We will provide specific terms of these securities, including their offering prices, in prospectus supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. You should read this prospectus and any prospectus supplement, including the information we have incorporated by reference herein, together with the additional information described under the heading “Where You Can Find More Information,” carefully before you invest.
Toll Brothers, Inc. common stock is listed on the New York Stock Exchange under the Symbol “TOL.” As of the date of this prospectus, none of the other securities that we may offer by this prospectus is listed on any national securities exchange.
We may offer these securities to or through underwriters, through dealers or agents, directly to you or through a combination of these methods. You can find additional information about our plan of distribution for the securities under the heading “Plan of Distribution” beginning on page 30 of this prospectus. We will also describe the plan of distribution for any particular offering of these securities in the prospectus supplement. If agents, underwriters or dealers are used to sell these securities, a prospectus supplement will name them and describe their compensation. This prospectus may not be used to sell our securities unless it is accompanied by a prospectus supplement.
Investing in our securities involves risk. See “Risk Factors” beginning on page 4 of this prospectus and “Item 1A–Risk Factors” beginning on page 12 of our Annual Report on Form 10-K for the fiscal year ended October 31, 2017, which is incorporated by reference herein, as well as any other subsequently filed annual, quarterly or other reports that update our risk factors.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is
February 12, 2018
.





TABLE OF CONTENTS
 






ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or the “SEC,” utilizing a “shelf” registration process. Under this process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities we may offer. Each time we offer securities that are registered under this process, we will provide a prospectus supplement that will contain specific information about the terms of that offering. That prospectus supplement may include a description of any risk factors or other special considerations applicable to those securities. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in the prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and the prospectus supplement, including the information we have incorporated by reference, together with the additional information described under the heading “Where You Can Find More Information.” before you invest.
We are only responsible for the information incorporated by reference or provided in this prospectus and the accompanying prospectus supplement or included elsewhere in the registration statement of which this prospectus is a part. We have not authorized anyone to provide you with different information. We are not making an offer to sell or soliciting an offer to buy these securities in any jurisdiction in which the offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make the offer or solicitation. You should not assume that the information in this prospectus or the accompanying prospectus supplement or in any document incorporated by reference is accurate as of any date other than the date of the document containing such information.
Any of the securities described in this prospectus may be convertible or exchangeable into other securities we describe in this prospectus or will describe in a prospectus supplement and may be issued separately, together or as part of a unit consisting of two or more securities, which may or may not be separate from one another. These securities may include new or hybrid securities developed in the future that combine features of any of the securities described in this prospectus.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to “Toll Brothers,” “the Company,” “we,” “us,” “our” or similar references mean Toll Brothers, Inc. and its subsidiaries, including Toll Corp., First Huntingdon Finance Corp. and Toll Brothers Finance Corp., unless the context otherwise requires.
OUR COMPANY
Toll Brothers, Inc., a Delaware corporation formed in May 1986, began doing business through predecessor entities in 1967.
We design, build, market, sell, and arrange financing for detached and attached homes in luxury residential communities. We cater to move-up, empty-nester, active-adult, and second-home buyers in the United States (“Traditional Home Building Product”). We also build and sell homes in urban infill markets through Toll Brothers City Living
®
(“City Living”). At October 31, 2017, we were operating in 20 states. In the five years ended October 31, 2017, we delivered 28,355 homes from 676 communities, including 7,151 homes from 407 communities in fiscal 2017.
We operate our own land development, architectural, engineering, mortgage, title, landscaping, security and home control solutions, lumber distribution, house component assembly, and manufacturing operations. We also develop, own, and operate golf courses and country clubs, which generally are associated with several of our master planned communities.
We are developing several land parcels for master planned communities in which we intend to build homes on a portion of the lots and sell the remaining lots to other builders. Two of these master planned communities are being developed 100% by us, and the remaining communities are being developed through joint ventures with other builders or financial partners.
In addition to our residential for-sale business, we also develop and operate for-rent apartments through joint ventures. These projects, which are located in the metro Boston to metro Washington, D.C. corridor; Los Angeles, San Francisco, San Diego, and Fremont, California; Atlanta, Georgia; Dallas, Texas; and Phoenix, Arizona are being operated or developed (or we expect will be developed), with partners under the brand names Toll Brothers Apartment Living, Toll Brothers Campus Living, and Toll Brothers Realty Trust. At October 31, 2017, we or joint ventures in which we have an interest controlled 43 land parcels as for-rent apartment projects containing approximately 14,450 units.
Our traditional home building communities are generally located in affluent suburban areas near major highways providing access to major cities and are generally located on land we have either acquired and developed or acquired fully approved and, in some cases, improved. We also currently operate in the affluent urban markets of Hoboken and Jersey City, New Jersey; New York City, New York; Philadelphia, Pennsylvania; and the suburbs of Washington, D.C.

2



At October 31, 2017, we were operating in the following major suburban and urban residential markets:
Boston, Massachusetts, metropolitan area
Fairfield, Hartford, New London, and New Haven Counties, Connecticut
Westchester and Dutchess County, New York
Boroughs of Manhattan and Brooklyn in New York City
Central and northern New Jersey
Philadelphia, Pennsylvania metropolitan area
Lehigh Valley area of Pennsylvania
Virginia and Maryland suburbs of Washington, D.C.
Raleigh and Charlotte, North Carolina metropolitan areas
Southeast and southwest coasts and the Jacksonville and Orlando areas of Florida
Detroit, Michigan metropolitan area
Chicago, Illinois metropolitan area
Minneapolis/St. Paul, Minnesota metropolitan area
Dallas, Houston, and Austin, Texas metropolitan areas
Denver, Colorado metropolitan area and Fort Collins, Colorado
Phoenix, Arizona metropolitan area
Las Vegas and Reno Nevada, metropolitan areas
Boise, Idaho metropolitan area
San Diego and Palm Springs, California areas
Los Angeles, California metropolitan area
San Francisco Bay, Sacramento, and San Jose areas of northern California, and
Seattle, Washington metropolitan area
Our executive offices are located at 250 Gibraltar Road, Horsham, Pennsylvania 19044. Our telephone number is (215) 938-8000.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act of 1933 (the “Securities Act”). This prospectus does not contain all of the information set forth in the registration statement. For further information about us, you should refer to the registration statement. The information included or incorporated by reference in this prospectus summarizes material provisions of contracts and other documents to which we refer you. Since the information included or incorporated by reference in this prospectus may not contain all of the information that you may find important, you should review the full text of the documents to which we refer you. We have filed these documents as exhibits to our registration statement.
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with those requirements, we file annual, quarterly and special reports, proxy statements and other information with the SEC. You can read and copy any document we file with the SEC at the SEC’s public reference room at the following location:
100 F Street, N.E.
Washington, D.C. 20549
You may obtain information on the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from the SEC’s Internet website at http://sec.report. We also make available free of charge on our website, at http://www.tollbrothers.com, all materials that we file electronically with the SEC.
Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website to be part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus the information we file with it. This means that we are permitted to disclose important information to you by referring you to other documents we have filed with the SEC. You should consider any statement contained in this prospectus or in a document which is incorporated by reference into this prospectus to be modified or superseded to the extent that the statement is modified or superseded by another statement contained in a later dated document that constitutes a part of this prospectus or is incorporated by reference into this prospectus. You should consider any statement which is so modified or superseded to be a part of this prospectus only as so modified or superseded.

3



We incorporate by reference in this prospectus all the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus (excluding, in each case, any portion of such documents that may have been “furnished” but not “filed” for purposes of the Exchange Act):
Annual Report on Form 10-K of Toll Brothers, Inc. for the fiscal year ended
October 31, 2017
, filed with the SEC on
December 21, 2017
;
portions of the Definitive Proxy Statement of Toll Brothers Inc. on Schedule 14A filed with the SEC on February 1, 2018 that are incorporated by reference into Part III of the Annual Report of Toll Brothers, Inc. for the fiscal year ended
October 31, 2017
; and
the description of the common stock of Toll Brothers, Inc. contained in its Registration Statement on Form 8-A of Toll Brothers, Inc., filed with the SEC on June 19, 1986, and any amendment or report filed to update the description.
We will deliver, without charge, to anyone receiving this prospectus, upon written or oral request, a copy of any document incorporated by reference in this prospectus but not delivered with this prospectus, but the exhibits to those documents will not be delivered unless they have been specifically incorporated by reference. Requests for these documents should be made to: Director of Investor Relations, Toll Brothers, Inc., 250 Gibraltar Road, Horsham, PA 19044 (215) 938-8000. We will also make available to the holders of the securities offered by this prospectus annual reports which will include audited financial statements of Toll Brothers, Inc. and its consolidated subsidiaries, including Toll Corp., First Huntingdon Finance Corp., and Toll Brothers Finance Corp. We do not expect that Toll Corp., First Huntingdon Finance Corp. or Toll Brothers Finance Corp. will be required to make filings with the Commission under Section 15(d) of the Exchange Act.
RISK FACTORS
Our business is subject to certain uncertainties and risks. You should consider carefully and evaluate all of the information contained or incorporated by reference in this prospectus and the applicable prospectus supplement to this prospectus, including the risk factors incorporated by reference from our Annual Report on Form 10-K for the fiscal year ended
October 31, 2017
and any other subsequently filed annual, quarterly or other reports, before purchasing any securities offered in connection with this prospectus. It is possible that our business, financial condition, liquidity or results of operations could be materially adversely affected by any of these risks.
FORWARD-LOOKING STATEMENTS
This prospectus, the accompanying prospectus supplement and the documents incorporated by reference into this prospectus contain or may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify these statements by the fact that they do not relate to matters of a strictly historical or factual nature and generally discuss or relate to future events. These statements contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should” and other words or phrases of similar meaning. Such statements may include, but are not limited to, information related to: anticipated operating results; home deliveries; financial resources and condition; changes in revenues; changes in profitability; changes in margins; changes in accounting treatment; cost of revenues; selling, general and administrative expenses; interest expense; inventory writedowns; home warranty and construction defect claims; unrecognized tax benefits; anticipated tax refunds; sales paces and prices; effects of home buyer cancellations; growth and expansion; joint ventures in which we are involved; anticipated results from our investments in unconsolidated entities; the ability to acquire land and pursue real estate opportunities; the ability to gain approvals and open new communities; the ability to sell homes and properties; the ability to deliver homes from backlog; the ability to secure materials and subcontractors; the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities; ans legal proceedings, investigations, and claims.
Any or all of the forward-looking statements included in this prospectus, the accompanying prospectus supplement and the documents incorporated by reference into this prospectus are not guarantees of future performance and may turn out to be inaccurate. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements. Therefore, we caution you not to place undue reliance on our forward-looking statements. The factors that could cause actual results to differ from those expressed or implied by our forward-looking statements include, among others: demand fluctuations in the housing industry; adverse changes in economic conditions in markets where we conduct our operations and where prospective purchasers of our homes live; increases in cancellations of existing agreements of sale; the competitive environment in which we operate; changes in interest rates or our credit ratings; the availability of capital; uncertainties in the capital and securities markets; the ability of customers to obtain financing for the purchase of homes; the availability and cost of land for future growth; the ability of the participants in various joint ventures to honor their commitments; effects of governmental legislation and regulation; effects of increased taxes or governmental fees; weather conditions; the availability and cost of labor and building and construction materials; the cost of raw materials; the outcome of

4



various product liability claims, litigation and warranty claims; the effect of the loss of key management personnel; changes in tax laws and their interpretation; construction delays; and the seasonal nature of our business.
From time to time, forward-looking statements also are included in other periodic reports on Forms 10-K, 10-Q and 8-K, in press releases, in presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this prospectus and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Many factors mentioned in this prospectus or in other reports or public statements made by us, such as market conditions, government regulation and the competitive environment, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.
For a discussion of factors that we believe could cause our actual results to differ materially from expected and historical results, see “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended
October 31, 2017
. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all of our forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.
This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all of our forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.

Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, which may include the acquisition of residential development properties, the repayment of our outstanding indebtedness, working capital, or for any other purposes as may be described in the accompanying prospectus supplement.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows our ratio of earnings to fixed charges for the periods indicated:
 
 
Twelve months ended October 31,
 
 
2013
 
2014
 
2015
 
2016
 
2017
Ratio of earnings to fixed charges
 
2.83

 
3.84

 
4.23

 
4.26

 
5.54

 
There was no preferred stock outstanding for any of the periods shown above. Accordingly, the ratio of earnings to combined fixed charges and preferred stock dividends was identical to the ratio of earnings to fixed charges.
DESCRIPTION OF CAPITAL STOCK
As of
October 31, 2017
, our authorized capital stock consisted of 400,000,000 shares of common stock, $.01 par value per share, and 15,000,000 shares of preferred stock, $.01 par value per share. As of
October 31, 2017
, we had 157,204,787
shares of common stock outstanding.
Common Stock
Subject to the rights and preferences of any holders of our preferred stock, of which there were none as of
October 31, 2017
, the holders of our common stock are entitled to one vote per share on all matters that require a vote of the common stockholders. In addition, the holders of our common stock are entitled to receive such dividends as legally may be declared by the Board of Directors and to receive pro rata our net assets available for distribution to such holders upon liquidation. There are no cumulative voting, preemptive, conversion or redemption rights applicable to our common stock. All outstanding shares of common stock are fully paid and non-assessable.
On March 17, 2010, the Board of Directors of the Company adopted a Certificate of Amendment to the Second Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”). The Certificate of Amendment includes an amendment approved by the Company’s stockholders at the 2010 Annual Meeting which restricts certain transfers of the Company’s common stock in order to preserve the tax treatment of the Company’s net operating and unrealized tax losses. The Certificate of Amendment’s transfer restrictions generally restrict any direct or indirect transfer of the Company’s common stock if the effect would be to increase the direct or indirect ownership of any Person (as defined in the Certificate of

5



Amendment) from less than 4.95% to 4.95% or more of the Company’s common stock, or increase the ownership percentage of a Person owning or deemed to own 4.95% or more of the Company’s common stock. Any direct or indirect transfer attempted in violation of this restriction would be void as of the date of the prohibited transfer as to the purported transferee.
Except as otherwise specifically provided by law or as set forth in “Anti-Takeover Effects of our Certificate of Incorporation, our Bylaws and Delaware Law—Board of Directors and Restrictions On Removal” below, all matters coming before a meeting of stockholders are determined by a majority of the votes cast affirmatively or negatively.
Our common stock is traded on the NYSE under the symbol “TOL.”
The registrar and transfer agent for our common stock is American Stock Transfer & Trust Company, LLC.
Preferred Stock
General.
We may issue, from time to time, shares of one or more series of preferred stock. Summarized below are the general terms and provisions that will apply to any preferred stock that may be offered, except as otherwise described by the prospectus supplement. When we offer to sell a particular series of preferred stock, a prospectus supplement will update our description of our preferred stock, as applicable, to reflect the issuance of any then issued and outstanding series and describe the specific terms of the series of preferred stock being offered. If any of the general terms and provisions described in this prospectus apply to the particular series of preferred stock, the prospectus supplement will so indicate and will describe any alternative provisions that are applicable. Each series of preferred stock will be issued under a certificate of designations relating to that series, and will also be subject to our Second Restated Certificate of Incorporation, as may be amended from time to time (“Certificate of Incorporation”).
The following summary of various provisions of the preferred stock is not complete. You should read our Certificate of Incorporation and each certificate of designations relating to a specific series of preferred stock for additional information. Each certificate of designations relating to a specific series of preferred stock will be filed as an amendment to the registration statement or as an exhibit to a document incorporated by reference in the registration statement of which this prospectus is a part at the time of issuance of the particular series of preferred stock.
The Board of Directors is authorized to issue shares of preferred stock, in one or more series, and to fix for each series voting powers and the preferences and relative, participating, optional or other special rights and the qualifications, limitations or restrictions, that are permitted by the Delaware General Corporation Law. The Board of Directors is authorized to determine the following terms for each series of preferred stock, which will be described in the prospectus supplement:
the number of shares and their designation and title;
the dividend rate or the method of calculating the dividend rate, if applicable;
the priority as to payment of dividends;
the dividend periods or the method of calculating the dividend periods, if applicable;
the voting rights, if any;
the liquidation preference and the priority as to payment of the liquidation preference upon our liquidation or winding-up;
whether and on what terms the shares will be subject to redemption or repurchase at our option;
whether and on what terms the shares will be convertible into or exchangeable for other debt or equity securities;
whether the shares will be listed on a securities exchange; and
the other rights and privileges and any qualifications, limitations or restrictions relating to the shares.
Dividends.
Holders of a series of preferred stock will be entitled to the dividend rights, if any, described in the prospectus supplement relating to the offering of that series. The prospectus supplement will identify, as applicable, the dividend rates and the record and payment dates, as well as any other terms of any dividend rights applicable to the series.
Unless otherwise described in the prospectus supplement, each series of preferred stock to which dividend rights apply will rank junior with respect to dividends to any series of preferred stock that may be issued in the future that is expressly senior with respect to dividends to the earlier series of the preferred stock. If at any time we fail to pay accrued dividends on any

6



senior series of preferred stock at the time dividends are payable on a junior series of preferred stock, we may not pay any dividend on the junior series of preferred stock or redeem or otherwise repurchase shares of the junior series of preferred stock until the accumulated but unpaid dividends on the senior series have been paid or set aside for payment in full by us.
Convertibility.
No series of preferred stock will be convertible or exchangeable for other securities or property, except, in the case of any series, to the extent conversion or exchange rights of that series are otherwise stated in the prospectus supplement.
Redemption and Sinking Fund.
We will not have the right or obligation to redeem or pay into a sinking fund for the benefit of any series of preferred stock, except, in the case of any series, to the extent such rights or obligations are otherwise stated in the prospectus supplement.
Liquidation Rights.
Unless otherwise stated in the prospectus supplement, in the event of our liquidation, dissolution or winding-up, holders of each series of preferred stock will be entitled to receive the per share liquidation preference specified in the prospectus supplement for that particular series of preferred stock, plus any accrued and unpaid dividends. We will pay these amounts to the holders of each series of the preferred stock and all amounts owing on any preferred stock ranking equally with that series of preferred stock as to distributions. These payments will be made out of our assets available for distribution to stockholders before any distribution is made to holders of common stock or any other shares of our preferred stock ranking junior to the series of preferred stock as to rights upon liquidation, dissolution or winding-up.
In the event that there are insufficient funds to pay in full the amounts payable to all equally-ranked classes of our preferred stock, we will allocate the remaining assets equally among all series of equally-ranked preferred stock in proportion to the full respective preferential amounts to which they are entitled. Unless otherwise specified in the prospectus supplement for a series of preferred stock, after we pay the full amount of the liquidation distribution to which they are entitled, the holders of shares of a series of preferred stock will not be entitled to participate in any further distribution of our assets. Our consolidation or merger with another corporation or sale of securities will not be considered a liquidation, dissolution or winding-up for these purposes.
Voting Rights.
Holders of a series of preferred stock will not have any voting rights other than any such rights that are described in the prospectus supplement relating to the offering of that series and any such rights as are otherwise from time to time required by law.
Miscellaneous.
When the preferred stock is issued, it will be fully paid and non-assessable. Holders of preferred stock will have no preemptive rights. If we redeem or otherwise reacquire any shares of preferred stock, we will restore the shares to the status of authorized and unissued shares of preferred stock. These shares will not be a part of any particular series of preferred stock and we may reissue the shares. There are no restrictions on repurchase or redemption of the preferred stock on account of any arrearage on sinking fund installments, except as may be described in the prospectus supplement. Payment of dividends on any series of preferred stock may be restricted by loan agreements, indentures or other agreements entered into by us. The prospectus supplement will describe any material contractual restrictions on dividend payments. The prospectus supplement will also describe any material United States federal income tax considerations applicable to the preferred stock.
No Other Rights.
The shares of a series of preferred stock will not have any preferences, voting powers or relative, participating, optional or other special rights except for those described above or in the prospectus supplement, our Certificate of Incorporation or the applicable certificate of designations, or as otherwise required by law.
Transfer Agent and Registrar.
The prospectus supplement for each series of preferred stock will identify the transfer agent and registrar.
Anti-Takeover Effects of our Certificate of Incorporation, our Bylaws, our Rights Plan and Delaware Law
Blank Check Preferred Stock.
Our Certificate of Incorporation provides for 15,000,000 authorized shares of preferred stock. See “Description of Capital Stock.” The existence of authorized but unissued shares of preferred stock may enable the Board of Directors to render more difficult or to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, the Board of Directors were to determine that a takeover proposal is not in the best interests of the Company, the Board of Directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquiror or insurgent stockholder or stockholder group. In this regard, the Certificate of Incorporation grants our Board of Directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock, may make it more difficult to change the composition of our Board of Directors and may discourage or make difficult any attempt by a person or group to obtain control of us.

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Board of Directors and Restrictions On Removal.
Our Certificate of Incorporation provides for the annual election of the entire Board of Directors each year.
Our bylaws provide that any election of directors that is not a contested election will be determined by a majority of the votes cast. For the purposes of the applicable section of our bylaws, a “majority of the votes cast” means that the number of votes cast “for” a nominee or matter must exceed the number of votes cast “against” that nominee or matter (with “abstentions” and “broker non-votes” not counted as a vote cast with respect to that nominee or matter). Any contested election of directors will be determined by a plurality of the votes cast. An election will be deemed contested if the secretary of Toll Brothers, Inc. receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the notice requirements set forth in our bylaws and such nomination has not been withdrawn on or prior to the tenth day before we first mail our notice of meeting for such meeting to the stockholders. Any incumbent director who fails to receive a majority of the votes cast in an election that is not a contested election will offer to resign from the Board of Directors promptly after certification by Toll Brothers, Inc. of the election results. A nominating and corporate governance committee established in accordance with our bylaws shall consider the resignation offer and make a recommendation to the Board of Directors as to whether to either (i) accept the offer of resignation or (ii) reject the offer and seek to address the underlying cause or causes of the “against” votes. The Board of Directors will take formal action on the nominating and corporate governance committee’s recommendation within 90 days from the date of the certification of the election results and cause its decision and the rationale behind its decision to be promptly publicly disclosed by Toll Brothers, Inc. Any director who offers to resign as a result of a failure to receive the majority vote required for re-election will not participate in the nominating and corporate governance committee’s or the Board of Director’s deliberations or vote on whether to accept his or her resignation offer. All elections of directors will be by written ballot unless otherwise provided in our Certificate of Incorporation.
Our Certificate of Incorporation also provides that:
any vacancy on the Board of Directors or any newly created directorship will be filled by the remaining directors then in office, though they may constitute less than a quorum; and
advance notice of stockholder nominations for the elections of directors must be given in the manner provided by our bylaws.
Our Certificate of Incorporation provides that any director may be removed from office, with or without cause, by the affirmative vote of the holders of 66 2/3% of the combined voting power of our then outstanding shares of stock entitled to vote generally in the election of directors, voting as a single class.
Our Certificate of Incorporation requires a 66⅔% stockholder vote necessary to alter, amend or repeal certain provisions of our Certificate of Incorporation (including with respect to certain matters related to our Board of Directors) and all other provisions of our bylaws adopted by the Board of Directors. These provisions may make it more difficult to change the composition of our Board of Directors and may discourage or make difficult any attempt by a person or group to obtain control of us.