UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______TO_______
Commission file number 1-9186
TOLL BROTHERS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2416878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 GIBRALTAR ROAD, HORSHAM, PENNSYLVANIA 19044
(Address of principal executive offices) (Zip Code)
(215) 938-8000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
At March 7, 2005, there were approximately 77,506,000 shares of Common
Stock, $.01 par value, outstanding.
TOLL BROTHERS, INC. FORM 10-Q AMENDMENT
EXPLANATION: Toll Brothers, Inc. is filing this amendment solely for the purpose
of amending Item 5. "Other Information" and amending Item 6. "Exhibits" to add
the exhibits filed herewith.
ITEM 5. OTHER INFORMATION
The Executive Compensation Committee of the Board of Directors of Toll
Brothers, Inc. (the "Company") adopted, on December 16, 2004, performance goals
under the Executive Cash Bonus Plan for the Company's 2005 fiscal year for each
of Messrs. Zvi Barzilay, the Company's President and Chief Operating Officer,
and Joel H. Rassman, the Company's Executive Vice President, Treasurer and Chief
Financial Officer (the designated participants in the Plan). The performance
goals for Mr. Barzilay are based on various factors, including: completion of
weekly operations meetings with senior vice presidents-operation; coordination
and/or conduct of all land reviews and project reviews; personal visits to at
least four remote divisions; weekly recommendations to the Chief Executive
Officer arising out of weekly sales and production reports, and follow-up with
vice presidents-operations; monthly meetings and review of all support
departments, including those relating to human resources, manufacturing
architecture, land development, engineering and facilities maintenance;
increasing production in an amount approximating the increase in sales from
fiscal 2004 to fiscal 2005; reorganizing the company's operations into actual
divisions with leadership responsibilities resting with the senior vice
presidents; devising and implementing a new land approval system where certain
transactions may be approved by specific senior officers; reviewing and
approving all new land transactions, except as noted above; and evaluating and,
if approved, implementing a new long term incentive program. The goals for Mr.
Rassman include: timely and successful implementation and completion of the
controls testing process under section 404 of the Sarbanes-Oxley Act of 2002;
organizing and/or conducting all bank and analysts meetings, and integrating
other financial managers into the process; ensuring the presentation of timely
quarterly financial statements and cash flow projections; organizing and
assisting in the preparation and conduct of all quarterly backlog/revenue and
earnings conference calls; providing at least three reports on market
developments to the Chief Executive Officer; meeting and reporting at least
quarterly with the Chief Executive Officer concerning the Company's position in
the market with analysts; identifying potential investors in the home building
industry not presently invested in the Company and developing strategies with
respect thereto; restructuring the Company's tax department responsibilities and
reviewing federal and state tax areas to seek to achieve tax savings and
efficiencies and implementing programs with respect thereto; and developing
financing structures with explanations and examples that are easily understood
by senior management and investigating joint venture opportunities.
ITEM 6. EXHIBITS
10.1 Toll Brothers, Inc. Stock Incentive Plan(1998) Form of Stock Award -
Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K
filed with the Securities and Exchange Commission on December 17, 2004.
10.2* Executive Cash Bonus Plan 2005 Performance Goals.
31.1* Certification of Robert I. Toll pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2* Certification of Joel H. Rassman pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Robert I. Toll pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 dated March 14, 2005 - Included as an
exhibit to this Form 10-Q as originally filed.
32.2 Certification of Joel H. Rassman pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 dated March 14, 2005 - Included as an
exhibit to this Form 10-Q as originally filed.
*Filed electronically with this amendment.
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 thereunto duly authorized.
TOLL BROTHERS, INC.
(Registrant)
Date: April 26, 2005 By: Joel H. Rassman
--------------------------------
Joel H. Rassman
Executive Vice President,
Treasurer and Chief
Financial Officer (Principal
Financial Officer)
Date: April 26, 2005 By: Joseph R. Sicree
--------------------------------
Joseph R. Sicree
Vice President -
Chief Accounting Officer
(Principal Accounting Officer)