SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TOLL BROTHERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2416878
(State of incorporation or organization) (IRS Employer
Identification No.)
3103 Philmont Avenue, Huntingdon Valley, PA 19006
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of of a class of debt securities and is to
debt securities and is become effective simultaneously with the
effective upon filing pursuant effectiveness of a concurrent registration
to General Instruction A(c)(1) statement under the Securities Act of 1933
please check the following box. pursuant to General Instruction A(c)(2)
please check the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so registered Each Class is to be so Registered
Preferred Stock Purchase Rights Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Securities to be Registered.
On June 12, 1997, the Board of Directors of Toll Brothers, Inc. (the
"Company") adopted a Shareholder Rights Plan, providing for a distribution of
one preferred stock purchase right (a "Right") for each share of Common Stock,
par value $0.01 per share, of the Company (the "Common Stock"). Each Right
entitles the registered holder to purchase from the Company a unit (a "Unit")
consisting of one one-thousandth of a share of Series A Junior Participating
Preferred Stock, par value $0.01 per share (the "Preferred Stock"), at a
Purchase Price of $100.00 per Unit (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in the
Rights Agreement between the Company and ChaseMellon Shareholder Services
L.L.C. (the "Rights Agent"), dated as of June 12, 1997, as amended by
amendment dated as of July 31, 1998 (together, the "Rights Agreement").
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. At March 14, 2002, there were 37,663,530 shares of Common
Stock each with an attached Right outstanding. The Rights will separate from
the Common Stock and a Distribution Date will occur upon the earlier of (i)
ten (10) days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) ten
(10) business days following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially owning 15% or more
of the outstanding shares of Common Stock. The definition of Acquiring Person
excludes any Exempted Person (as defined below). Until the Distribution Date,
(i) the Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates will contain a notation incorporating the Rights Agreement
by reference and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
Any person who, together with all affiliates and associates of such person, is
the beneficial owner of Common Stock, options and/or warrants exercisable for
shares of Common Stock representing 15% or more of the shares of Common Stock
outstanding on June 12, 1997, will be an "Exempted Person." In addition, any
person who, together with all affiliates and associates of such person,
becomes the beneficial owner of Common Stock, options and/or warrants
exercisable for shares of Common Stock representing 15% or more of the shares
of Common Stock then outstanding as a result of a purchase by the Company or
any of its subsidiaries of shares of Common Stock will also be an "Exempted
Person." However, any such person will no longer be deemed to be an Exempted
Person and will be deemed to be an Acquiring Person if such person, together
with all affiliates and associates of such person, becomes the beneficial
owner, at any time after the date such person became the beneficial owner of
15% or more of the then outstanding shares of Common Stock, of additional
securities representing 1,000 or more shares of Common Stock, except if such
additional securities are acquired (x) pursuant to the exercise of options or
warrants to purchase Common Stock outstanding and beneficially owned by such
person as of the date such person became the beneficial owner of 15% or more
of the then outstanding shares of Common Stock or as a result of an adjustment
to the number of shares of Common Stock for which such options or warrants are
exercisable pursuant to the terms thereof, or (y) as a result of a stock
split, stock dividend or the like. A purchaser, assignee or transferee of the
shares of Common Stock (or options or warrants exercisable for Common Stock)
from an Exempted Person will not thereby become an Exempted Person, except
that a transferee from the estate of an Exempted Person who receives Common
Stock as a bequest or inheritance from an Exempted Person shall be an Exempted
Person so long as such transferee continues to be the beneficial owner of 15%
or more of the then outstanding shares of Common Stock.
The Rights are not exercisable until the Distribution Date and will expire at
the close of business on July 11, 2007 unless earlier redeemed by the Company
as described below. At no time will the Rights have any voting power.
As soon as practicable after the Distribution Date, Rights Certificates will
be mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Rights Certificates
alone will represent the Rights. Except as otherwise determined by the Board
of Directors, only shares of Common Stock issued prior to the Distribution
Date will be issued with Rights.
In the event that an Acquiring Person becomes the beneficial owner of 15% or
more of the then outstanding shares of Common Stock (unless such acquisition
is made pursuant to a tender or exchange offer for all outstanding shares of
the Company, at a price determined by a majority of the independent directors
of the Company to be fair and otherwise in the best interest of the Company
and its shareholders after receiving advice from one or more investment
banking firms (a "Qualifying Offer")), each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company), having a
value equal to two times the Exercise Price of the Right. The Exercise Price
is the Purchase Price times the number of Units associated with each Right
(initially, one). Notwithstanding any of the foregoing, following the
occurrence of an Acquiring Person becoming such (the "Flip-In Event"), all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable following the occurrence of a Flip-
In Event until such time as the Rights are no longer redeemable by the Company
as set forth below.
In the event that following the Stock Acquisition Date, (i) the Company
engages in a merger or business combination transaction in which the Company
is not the surviving corporation (other than a merger consummated pursuant to
a Qualifying Offer); (ii) the Company engages in a merger or business
combination transaction in which the Company is the surviving corporation and
the Common Stock is changed or exchanged; or (iii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a
Right (except Rights which have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise of the Right, common
stock of the acquiring company having a value equal to two times the Exercise
Price of the Right.
The Purchase Price payable, and the number of Units of Preferred Stock or
other securities or property issuable upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a
stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities
at less than the current market price of the Preferred Stock, or (iii) upon
the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustments in the Purchase Price will be required
until cumulative adjustments amount to at least 1% of the Purchase Price. No
fractional Units will be issued and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time after the Stock Acquisition Date, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by an Acquiring
Person), in whole or in part, at an exchange ratio equal to (i) a number of
shares of Common Stock per Right with a value equal to the spread between the
value of the number of shares of Common Stock for which the Rights may then be
exercised and the Purchase Price or (ii) if prior to the acquisition by the
Acquiring Person of 50% or more of the then outstanding shares of Common
Stock, one share of Common Stock per Right (subject to adjustment). Any such
exchange shall require the concurrence of a majority of the Board of Directors
of the Company.
At any time until ten (10) days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $0.001
per Right. Under certain circumstances, the decision to redeem shall require
the concurrence of a majority of the Board of Directors of the Company.
Immediately upon the action of the Board of Directors ordering redemption of
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $0.001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a shareholder of the Company, including, without limitation, the right to
vote or to receive dividends. While the distribution of the Rights will not be
taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights
become exercisable for Common Stock (or other consideration) of the Company as
set forth above or in the event the Rights are redeemed.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company in order to cure any ambiguity, to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen
any time period under the Rights Agreement; provided, however, that no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable.
This Summary of Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is incorporated herein by
reference.
Item 2. Exhibits.
The following exhibits are incorporated herein by reference:
Number Exhibit
1 Rights Agreement dated as of June 12, 1997, by and between the
Company and the Rights Agent, is hereby incorporated by reference
to Exhibit 1 to the Company's Registration Statement on Form 8-A
dated June 20, 1997.
2 Amendment to Rights Agreement dated as of July 31, 1998, by and
between the Company and the Rights Agent, is hereby incorporated by
reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A/A dated August 21, 1998.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
TOLL BROTHERS, INC.
(Registrant)
Date: March 20, 2002 By: /s/ Joseph R. Sicree
Name: Joseph R. Sicree
Title: Vice President
INDEX OF EXHIBITS
Number Exhibit
1 Rights Agreement dated as of June 12, 1997, by and between the
Company and the Rights Agent, is hereby incorporated by reference
to Exhibit 1 to the Company's Registration Statement on Form 8-A
dated June 20, 1997.
2 Amendment to Rights Agreement dated as of July 31, 1998, by and
between the Company and the Rights Agent, is hereby incorporated by
reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A/A dated August 21, 1998.
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