SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED July 31, 1999 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.) 3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006 (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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, $.01 par value: 36,450,680 shares as of September 7, 1999
TOLL BROTHERS, INC. AND SUBSIDIARIES INDEX Page No. PART I. Financial Information ITEM 1. Financial Statements Condensed Consolidated Balance Sheets (Unaudited) 1 as of July 31,1999 and October 31,1998 Condensed Consolidated Statements of Income (Unaudited) 2 For the Nine Months and Three Months Ended July 31, 1999 and 1998 Condensed Consolidated Statements of Cash Flows 3 (Unaudited)For the Nine Months Ended July 31, 1999 and 1998 Notes to Condensed Consolidated Financial Statements 4 (Unaudited) ITEM 2. Management's Discussion and Analysis of 8 Financial Condition and Results of Operations PART II. Other Information 12 SIGNATURES 14 STATEMENT ON FORWARD-LOOKING INFORMATION Certain information included herein and in other Company statements, reports and S.E.C. filings is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning anticipated operating results, financial resources, increases in revenues, increased profitability, interest expense, growth and expansion, ability to acquire land, Year 2000 readiness, and the effect on the Company if the Company or significant third parties are not Year 2000 compliant. Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other Company statements, reports and S.E.C. filings. These risks and uncertainties include local, regional and national economic conditions, the effects of governmental regulation, the competitive environment in which the Company operates, fluctuations in interest rates, changes in home prices, the availability and cost of land for future growth, the availability of capital, the availability and cost of labor and materials, and weather conditions.
<TABLE> <CAPTION> TOLL BROTHERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands) (Unaudited) July 31, October 31, 1999 1998 ASSETS <C> <C> Cash and cash equivalents $ 63,895 $ 80,143 Residential inventories 1,435,587 1,111,223 Property, construction and office equipment, net 18,174 14,425 Receivables, prepaid expenses and other assets 83,224 41,291 Investments in unconsolidated entities 21,800 6,001 Mortgage notes receivable 1,192 1,385 $1,623,872 $1,254,468 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Loans payable $ 236,900 $ 182,292 Subordinated notes 469,397 269,296 Customer deposits on sales contracts 86,051 69,398 Accounts payable 66,791 58,081 Accrued expenses 121,641 97,449 Collateralized mortgage obligations payable 1,202 1,384 Income taxes payable 55,798 50,812 Total liabilities 1,037,780 728,712 Shareholders' equity: Preferred stock Common stock 366 369 Additional paid-in capital 105,233 106,099 Retained earnings 489,229 421,099 Treasury stock (8,736) (1,811) Total shareholders' equity 586,092 525,756 $1,623,872 $1,254,468 </TABLE> See accompanying notes
<TABLE> <CAPTION> TOLL BROTHERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data) (Unaudited) Nine months Three months ended July 31 ended July 31 1999 1998 1999 1998 Revenues: <S> <C> <C> <C> <C> Housing sales $1,002,883 $832,628 $392,206 $341,181 Land sales 10,964 10,964 Interest and other 7,384 3,843 2,524 952 1,021,231 836,471 405,694 342,133 Costs and expenses: Housing sales 781,838 643,709 304,613 262,553 Land sales 8,556 8,556 Selling, general & administrative 92,878 77,003 34,114 28,486 Interest 28,128 24,991 10,870 10,366 911,400 745,703 358,153 301,405 Income before income taxes and extraordinary loss 109,831 90,768 47,541 40,728 Income taxes 40,240 32,804 17,468 15,006 Income before extraordinary loss 69,591 57,964 30,073 25,722 Extraordinary loss from extinguishment of debt, net of income taxes of $857 in 1999 and $655 in 1998 1,461 1,115 Net income $ 68,130 $ 56,849 $ 30,073 $ 25,722 Earnings per share: Basic Income before extraordinary loss $ 1.89 $ 1.60 $ .82 $ .70 Extraordinary loss from extinguishment of debt .04 .03 Net Income $ 1.85 $ 1.57 $ .82 $ .70 Diluted Income before extraordinary loss $ 1.85 $ 1.52 $ .80 $ .67 Extraordinary loss from extinguishment of debt .04 .03 Net Income $ 1.81 $ 1.49 $ .80 $ .67 Weighted average number of shares Basic 36,765 36,322 36,614 37,005 Diluted 37,591 38,432 37,400 38,495 </TABLE> See accompanying notes
<TABLE> <CAPTION> TOLL BROTHERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) Nine months ended July 31 1999 1998 Cash flows from operating activities: <S> <C> <C> Net income $68,130 $56,849 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 4,046 3,121 Amortization of loan discount 856 1,197 Extraordinary loss from extinguishment of debt 2,318 1,770 Deferred taxes 3,769 3,629 Changes in operating assets and liabilities, net of assets and liabilities acquired: Increase in residential inventories (275,069) (149,627) Increase in receivables, prepaid expenses and other assets (29,026) (9,825) Increase in customer deposits on sales contracts 15,113 20,788 Increase in accounts payable, accrued expenses and other liabilities 25,876 18,839 Increase in current income taxes payable 1,863 1,691 Net cash used in operating activities (182,124) (51,568) Cash flows from investing activities: Purchase of property, construction and office equipment, net (6,131) (1,939) Acquisition of company, net of cash acquire (11,092) Investments in unconsolidated entities (15,799) (2,500) Principal repayments of mortgage notes receivable 193 974 Net cash used in investing activities (32,829) (3,465) Cash flows from financing activities: Proceeds from loans payable 177,500 55,000 Principal payments of loans payable (163,715) (73,876) Net proceeds from the issuance of senior subordinated notes 267,716 Redemption of subordinated notes (71,359) (163) Principal payments of collateralized mortgage obligations (182) (781) Proceeds from stock options exercised and employee stock plan purchases 2,148 3,645 Purchase of treasury stock (13,403) (537) Net cash provided by (used in) financing activities 198,705 (16,712) Net decrease in cash and cash equivalents (16,248) (71,745) Cash and cash equivalents, beginning of period 80,143 147,575 Cash and cash equivalents, end of period $63,895 $75,830 </TABLE> See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for interim financial information. The October 31, 1998 balance sheet amounts and disclosures included herein have been derived from the October 31, 1998 audited financial statements of the Registrant. Since the accompanying condensed consolidated financial statements do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements, it is suggested that they be read in conjunction with the financial statements and notes thereto included in the Registrant's October 31, 1998 Annual Report on Form 10-K. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly the Company's financial position as of July 31, 1999, the results of its operations for the nine months and three months ended July 31, 1999 and 1998 and its cash flows for the nine months ended July 31, 1999 and 1998. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. Certain amounts from prior periods have been restated to conform to the current period presentation.
<TABLE> <CAPTION> 2. Residential Inventories Residential inventories consisted of the following: July 31, October 31, 1999 1998 <S> <C> <C> Land and land development costs $ 486,692 $ 298,948 Construction in progress 817,576 693,971 Sample homes 52,668 47,520 Land deposits and costs of future development 51,415 50,174 Deferred marketing 27,236 20,610 $1,435,587 $1,111,223 </TABLE> Construction in progress includes the cost of homes under construction, land, land development and carrying costs of lots that have been substantially improved. The Company capitalizes certain interest costs to inventories during the development and construction period. Capitalized interest is charged to interest expense when the related inventories are closed. Interest incurred, capitalized and expensed is summarized as follows: <TABLE> <CAPTION> Nine months Three months ended July 31 ended July 31 1999 1998 1999 1998 <S> <C> <C> <C> <C> Interest capitalized, beginning of period $53,966 $51,687 $60,145 $56,749 Interest incurred 37,390 28,962 13,922 9,257 Interest expensed (28,128) (24,991) (10,870) (10,366) Write off to cost of sales (31) (18) Interest capitalized, end of period $63,197 $55,640 $63,197 $55,640 </TABLE> 3. Extinguishment of Debt In January 1999, the Company called for redemption on March 15, 1999 all of its outstanding 9 1/2% Senior Subordinated Notes due 2003 at 102% of principal amount plus accrued interest. The principal amount outstanding at January 31, 1999 was $69,960,000. The redemption resulted in an extraordinary loss in the first quarter of fiscal 1999 of $1,461,000, net of $857,000 of income taxes. The loss represents the redemption premium and a write-off of unamortized deferred issuance costs. In December 1997, the Company called for redemption on January 14, 1998 of all of its outstanding 4 3/4% Convertible Senior Subordinated Notes due 2004 at 102.969% of principal amount plus accrued interest. Prior to the redemption date, $50.8 million of bonds were converted into common stock of the Company. The Company redeemed $165,000 of bonds.
4. Subordinated Notes In April 1999 and January 1999, the Company issued $100,000,000 of 8% Senior Subordinated Notes due 2009 and $170,000,000 of 8 1/8% Senior Subordinated Notes due 2009, respectively. The Company used a portion of the proceeds from the offerings to redeem all of the Company's 9 1/2% Senior Subordinated Notes due 2003 and to repay bank indebtedness. The remaining proceeds have or will be used for general corporate purposes including the acquisition of residential inventory. <TABLE> <CAPTION> 5. Earnings per share information: (in thousands) Nine months Three months ended July 31 ended July 31 1999 1998 1999 1998 <S> <C> <C> <C> <C> Basic weighted average shares outstanding 36,765 36,322 36,614 37,005 Stock options 826 1,523 786 1,490 Convertible subordinated notes 587 Diluted weighted average shares 37,591 38,432 37,400 38,495 Earnings addback related to interest on convertible subordinated notes --- $ 315 --- --- </TABLE> 6. Stock Repurchase Program In April 1997, the Company's Board of Directors authorized the repurchase of up to 3,000,000 shares of its Common Stock, par value $.01, from time to time, in open market transactions or otherwise, for the purpose of providing shares for its various employee benefit plans. As of July 31, 1999, the Company had repurchased approximately 773,000 shares of which approximately 349,000 shares were reissued under its various employee benefit plans. 7. Acquisition In March 1999, the Company acquired the homebuilding operations of the Silverman Companies, a Detroit, Michigan homebuilder and developer of luxury apartments, for cash and the assumption of debt. The Silverman Companies owned or controlled approximately 1,800 home sites and interests in over 1,000 existing and prospective apartments. The acquisition of the Silverman apartment assets is expected to be completed during the fourth quarter of fiscal 1999. The acquisition is expected to be accretive to earnings in fiscal 1999. The acquisition price is not material to the financial position of the Company.
<TABLE> <CAPTION> 8. Supplemental Disclosure to Statements of Cash Flows The following are supplemental disclosures to the statements of cash flow for the nine months ended July 31, 1999 and 1998: 1999 1998 <S> <C> <C> Supplemental disclosures of cash flow information: Interest paid, net of capitalized amount $ 8,008 $ 7,033 Income taxes paid $33,750 $26,831 Supplemental disclosures of non-cash activities: Cost of residential inventories acquired through seller financing $ 7,504 $ 7,500 Income tax benefit relating to exercise of employee stock options $ 510 $ 872 Stock bonus awards $ 2,461 $ 3,564 Contributions to employee retirement plan $ 490 Conversion of subordinated debt $50,712 Acquisition of company: Fair value of assets acquired $56,124 Liabilities assumed 45,032 Cash paid $11,092 </TABLE>
<TABLE> <CAPTION> PART I. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, comparisons of certain income statement items related to the Company's operations (amounts in millions): Nine months ended July 31, Three months ended July 31, 1999 1998 1999 1998 $ % $ % $ % $ % <S> <C> <C> <C> <C> House sales Revenues 1,002.9 832.6 392.2 341.2 Costs 781.8 78.0 643.7 77.3 304.6 77.7 262.6 77.0 Land sales Revenues 11.0 11.0 Costs 8.6 78.0 8.6 78.0 Interest and other 7.4 3.8 2.5 1.0 Total revenues 1,021.2 836.5 405.7 342.1 Selling, general & administrative expense 92.9 9.1 77.0 9.2 34.1 8.4 28.5 8.3 Interest expense 28.1 2.8 25.0 3.0 10.9 2.7 10.4 3.0 Total costs and expenses 911.4 89.2 745.7 89.1 358.2 88.3 301.4 88.1 Note: Percentages of selling, general and administrative expense, interest expense and total costs and expenses are based on total revenues. </TABLE> HOUSE SALES Housing revenues for the nine-month and three-month periods ended July 31, 1999 were higher than those of the comparable periods of 1998 by approximately $170 million, or 20%, and $51 million, or 15%, respectively. The increase in revenues for the 1999 periods was primarily attributable to an increase in the number of homes delivered and a higher average price of the homes delivered. The increased number of homes delivered was due to the greater number of communities from which the Company was delivering homes, the larger backlog of homes at the beginning of the 1999 periods as compared to the beginning of the 1998 periods and the acquisition of the homebuilding operations of the Silverman Companies in March 1999. The increase in the average price per home delivered in the nine-month and three-month periods of fiscal 1999 as compared to fiscal 1998 was 4% and 1%, respectively. The increase in the average selling price per home delivered in the 1999 periods was the result of a shift in the location of homes delivered to more expensive areas, changes in product mix to larger homes and increases in selling prices, offset in part by the delivery of lower priced homes from operations of the Silverman Companies.
The value of new sales contracts signed amounted to $1.23 billion (2,886 homes) and $399 million (922 homes) for the nine-month and three-month periods ended July 31, 1999, respectively. The value of new contracts signed for the comparable periods of fiscal 1998 were $1.04 billion (2,546 homes) and $333 million (795 homes), respectively. The increase in the value of new contracts signed in both periods of 1999 was primarily attributable to an increase in the average selling price of the homes (due primarily to the location, size and increase in base selling prices), an increase both in the number of communities in which the Company was offering homes for sale and in the number of contracts signed per community and the acquisition of the homebuilding operations of the Silverman Companies in March 1999. As of July 31, 1999, the backlog of homes under contract was $1.09 billion (2,483 homes), approximately 29% higher than the $844 million (1,971 homes) backlog as of July 31, 1998 and approximately 34% higher than the $815 million (1,892 homes) backlog as of October 31, 1998. The increase in backlog at July 31, 1999 is primarily attributable to the increase in the number of new contracts signed and price increases, as previously discussed. Land and construction costs as a percentage of housing revenues increased in the nine-month and three-month periods of 1999 as compared to 1998. The increases were the results of the higher percentage of closings from some of the Company's newer markets (Arizona, Florida, Nevada, North Carolina and Texas) in both periods of 1999, which, as compared to 1998, generally have higher costs as a percentage of revenues as compared to the Company's more established markets. In addition, deliveries from the Silverman operations have higher costs than the Company's other more established operations. The Company also had higher inventory writeoffs in the 1999 periods ($2,845,000 in the nine-month period and $408,000 in the three-month period) as compared to 1998 ($509,000 in the nine-month period and $101,000 in the three-month period). These cost increases were partially offset by lower costs as a percentage of revenues in the Company's more established markets resulting from increased selling prices and lower overhead costs. LAND SALES In March 1999, the Company acquired the homesites, land for apartments and retail, office and industrial space in the master planned community of South Riding, located in Loudoun County, Virginia. The Company will use some of the property for its own homebuilding operation and will also sell homesites to other builders. During the three months ended July 31, 1999, the Company realized its first revenues from the South Riding land development operation. Revenues from this operation should continue for the next several years although the amount realized in any given quarter could vary greatly. INTEREST AND OTHER The increase in other income for the nine-month and three-month periods ended July 31, 1999, over the same periods of 1998 was primarily the result of the Company's expansion of its ancillary businesses such as title insurance, mortgage operations and construction management.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses in the nine-month and three-month periods ended July 31, 1999 increased over the comparable periods of 1998 by $15.9 million and $5.6 million, respectively. The increased spending was primarily attributable to the increased number of homes sold, the increased number of communities in which the Company was operating, the geographic expansion of the Company's homebuilding operations and its expansion into other businesses. INTEREST EXPENSE Interest expense is determined on a specific lot-by-lot basis for its homebuilding operations and on a parcel-by-parcel basis for land sales. As a percentage of total revenues, interest expense will vary depending on many factors including the period of time that the land was owned, the length of time that the homes delivered during the period were under construction, and the interest rates and the amount of debt carried by the Company in proportion to the amount of its inventory during those periods. As a percentage of total revenues, interest expense was lower in the nine-month and three-month periods ended July 31, 1999 as compared to the same periods of 1998. INCOME TAXES The Company's estimated combined state and federal tax rate before providing for the effect of permanent book-tax differences ("Base Rate") was 37% in 1999 and 1998. The primary differences between the Company's Base Rate and effective tax rate were tax free income in both periods of 1999 and 1998 and, in the first quarter of 1998, an adjustment due to the recomputation of the Company's deferred tax liability resulting from the change in the Company's effective Base Rate. EXTRAORDINARY LOSS FROM EXTINGUISHMENT OF DEBT In January 1999, the Company called for redemption on March 15, 1999 of all of its outstanding 9 1/2% Senior Subordinated Notes due 2003 at 102% of principal amount plus accrued interest. The redemption resulted in the recognition of an extraordinary loss in the first quarter in fiscal 1999 of $1,461,000, net of $857,000 of income taxes. The loss represents the redemption premium and a write-off of unamortized deferred issuance costs. In February 1998, the Company entered into a new five-year, $355 million bank credit facility (subsequently increased to $440 million). In connection therewith, the Company repaid $62 million of fixed rate long-term bank loans. The Company recognized an extraordinary charge in the second quarter of 1998 of $1.1 million, net of $655,000 of income taxes, related to the retirement of its previous revolving credit agreement and prepayment of the term loans. CAPITAL RESOURCES AND LIQUIDITY Funding for the Company's residential development activities has been principally provided by cash flows from homebuilding operations, unsecured bank borrowings and the public debt and equity markets.
The Company has a $440 million unsecured revolving credit facility with fourteen banks which extends through February 2003. As of July 31, 1999, the Company had $100 million of loans and approximately $35.7 million of letters of credit outstanding under the facility. In April 1999 and January 1999, the Company issued $100,000,000 of 8% Senior Subordinated Notes due 2009 and $170,000,000 of 8 1/8% Senior Subordinated Notes due 2009, respectively. The Company used a portion of the proceeds from the offerings to redeem all of its 9 1/2% Senior Subordinated Notes due 2003 and to repay bank indebtedness. The remaining proceeds have or will be used for general corporate purposes including the acquisition of residential inventories. The Company believes that it will be able to continue to fund its activities through a combination of operating cash flow and other sources of credit such as what the Company has had access to in the past. YEAR 2000 READINESS DISCLOSURE The Company has assessed and is continuing to assess its operating systems, computer software applications, computer equipment and other equipment with embedded electronic circuits ("Programs") that it currently uses to identify whether they are Year 2000 compliant and, if not, what steps are needed to bring them into compliance. The Company believes that almost all Programs are Year 2000 compliant. For those Programs that are not compliant the Company is reviewing the potential impact on the Company and the alternatives that are available to it if the Programs cannot be brought into compliance by December 31, 1999. The Company believes that the required changes to its Programs will be made on a timely basis without causing material operational issues or having a material impact on its results of operations or its financial position. The Company believes that, because of the basic nature of its systems in its core business of homebuilding, it is not heavily dependent on Year 2000 compliance of its Programs and that it would not likely suffer material loss or disruption in remedying any worst case situation that may occur. The costs incurred and expected to be incurred in the future regarding Year 2000 compliance have been and are expected to be immaterial to the results of operation and financial position of the Company. Costs related to Year 2000 compliance are expensed. The Company has been reviewing whether its significant subcontractors, suppliers, financial institutions and other service providers ("Providers") are Year 2000 compliant. The Company is not aware of any Providers that do not expect to be compliant; however, the Company has no means of ensuring that its Providers will be Year 2000 ready. The inability of Providers to be Year 2000 ready in a timely fashion could have an adverse impact on the Company. The Company plans to respond to any such contingency involving any of its Providers by seeking to utilize alternative sources for such goods and services, where practicable. In addition, widespread disruptions in the national or international economy, including, for example, disruptions affecting financial markets, commercial and investment banks, governmental agencies and utility services, such as heat, light, power and telephones, could also have an adverse impact on the Company. The likelihood and effects of such disruptions are not determinable at this time.
<TABLE> <CAPTION> HOUSING DATA Nine Months Three Months Ended July 31 Ended July 31 1999 1998 1999 1998 <S> <C> <C> <C> <C> # of homes closed 2,517 2,179 986 869 Sales value of homes closed (in thous $1,002,883 $832,628 $392,206 $341,181 # of homes contracted* 2,886 2,546 922 795 Sales value of homes contracted (in thous.)* $1,225,142 $1,038,643 $398,559 $332,770 Average number of selling communities 134 122 133 120 July 31, July 31, Oct. 31, Oct. 31, 1999 1998 1998 1997 # of homes in backlog* 2,483 1,971 1,892 1,551 Sales value of homes in backlog (in thous.)* $1,092,660 $843,925 $814,714 $627,220 </TABLE> *Contract amount for the three-month and nine-month period ended July 31,1999 includes $7,552,000 (27 homes) from an unconsolidated 50% owned joint venture. Backlog as of July 31, 1999 includes $13,703,000 (58 homes) from this joint venture. PART II. Other Information ITEM 1. Legal Proceedings None. ITEM 2. Changes in Securities and Use of Proceeds None. ITEM 3. Defaults upon Senior Securities None. ITEM 4. Submission of Matters to a Vote of Security Holders None. ITEM 5. Other Information None.
ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27* Financial Data Schedule *Filed electronically herewith. (b) Reports on Form 8-K Report on Form 8-K filed on July 13, 1999 for the purpose of filing (i) the Indenture dated as of January 26, 1999 among Toll Corp., Toll Brothers, Inc. and NBD Bank, and (2) Authorizing Resolutions relating to $100,000,000 principal amount of 8% Senior Subordinated Notes due 2009 of Toll Corp., guaranteed on a Senior Subordinated basis by Toll Brothers, Inc.
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: September 10, 1999 By: /s/ Joel H. Rassman Joel H. Rassman Senior Vice President, Treasurer and Chief Financial Officer Date: September 10, 1999 By: /s/ Joseph R. Sicree Joseph R. Sicree Vice President - Chief Accounting Officer (Principal Accounting Officer)