As filed with the Securities and Exchange Commission on January 31, 2012

Registration No. 333-178130

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

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)		(I.R.S. employer identification number)

 

 

250 Gibraltar Road

Horsham, PA 19044

(215) 938-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

John 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)

 

 

Copies to:

Joseph H. Kaufman, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017-3954

(212) 455-2000

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Post-Effective Amendment No. 1 to Registration Statement.

If the only securities being registered on this form are being 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”) check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

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:  x

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 registration is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (do not check if a smaller reporting company)		Small reporting company		¨

 

 

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)		(2)		(2)		(2)		(2)
Preferred Stock		(2)		(2)		(2)		(2)
Warrants		(2)		(2)		(2)		(2)
Debt Securities		(2)		(2)		(2)		(2)
Guarantees		(2), (3)		(2), (3)		(2), (3)		(2), (3)

 

(1)

Each share of common stock registered hereunder includes associated Rights to Purchase Series A Junior Participating Preferred Stock (“Rights”) of Toll Brothers, Inc. Until the occurrence of certain prescribed events, the Rights are not exercisable, will be evidenced by the certificate for the common stock and will be transferred along with and only with the common stock. Upon the occurrence of such events, the Rights will separate from the common stock and separate certificates representing the Rights will be distributed to the holders of the common stock.

(2)

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.

(3)	Pursuant to Rule 457(n), no separate registration fee is payable with regard to the guarantees.

 

*	The co-registrants listed on the next page are also included in this Post-effective Registration Statement as additional registrants.

 

 

 

---

The following direct and indirect subsidiaries of Toll Brothers, Inc. may issue the debt securities and/or guarantee the 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
Amwell Chase, Inc.		Delaware		23-2551304
ESE Consultants, Inc.		Delaware		23-2432981
Fairway Valley, Inc.		Delaware		23-2432976
First Brandywine Finance Corp.		Delaware		23-2737486
First Brandywine Investment Corp. II		Delaware		23-2731790
First Brandywine Investment Corp. IV		Delaware		61-1443340
First Huntingdon Finance Corp.		Delaware		23-2485787
Franklin Farms G.P., Inc.		Delaware		23-2486303
HQZ Acquisitions, Inc.		Michigan		38-3149633
MA Limited Land Corporation		Delaware		23-2523560
SH Homes Corporation		Michigan		38-3392296
SI Investment Corporation		Michigan		38-3298884
TB Proprietary Corp.		Delaware		23-2485790
Tenby Hunt, Inc.		Delaware		23-2682947
The Silverman Building Companies, Inc.		Michigan		38-3075345
Toll Architecture I, P.A.		Delaware		20-4889260
Toll Architecture, Inc.		Delaware		20-3532291
Toll AZ GP Corp.		Delaware		23-2815680
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. of North Carolina III, Inc.		North Carolina		23-2993276
Toll Bros., Inc.		Delaware		23-2600117
Toll Bros., Inc.		Pennsylvania		23-2417123
Toll Bros., Inc.		Texas		23-2896374
Toll Brothers AZ Construction Company		Arizona		23-2832024
Toll Brothers Canada USA, Inc.		Delaware		20-4250532
Toll Brothers Finance Corp.		Delaware		23-3097271
Toll Brothers Real Estate, Inc.		Pennsylvania		23-2417116
Toll Buckeye Corp.		Delaware		56-2489916
Toll CA GP Corp.		California		23-2748091
Toll Centennial Corp.		Delaware		56-2489913
Toll CO GP Corp.		Colorado		23-2978190
Toll Corp.		Delaware		23-2485860
Toll Development Company, Inc.		Michigan		38-3180742
Toll Diamond Corp.		Delaware		57-1195241
Toll FL GP Corp.		Florida		23-2796288
Toll GA GP Corp.		Georgia		20-5853882
Toll Golden Corp.		Delaware		56-2489904
Toll Granite Corp.		Delaware		57-1195215
Toll Holdings, Inc.		Delaware		23-2569047
Toll IL GP Corp.		Illinois		23-2967049
Toll Land Corp. No. 6		Pennsylvania		23-2417134
Toll Land Corp. No. 10		Delaware		23-2551776
Toll Land Corp. No. 20		Delaware		23-2551793
Toll Land Corp. No. 43		Delaware		23-2737488

---

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 Corp. No. 50		Delaware		23-2860513
Toll Manhattan I, Inc.		New York		20-2255686
Toll MD Builder Corp.		Maryland		20-0355148
Toll MI GP Corp.		Michigan		23-2917543
Toll Mid-Atlantic LP Company, Inc.		Delaware		57-1195257
Toll Mid-Atlantic Note Company, Inc.		Delaware		57-1195252
Toll Midwest LP Company, Inc.		Delaware		56-2489924
Toll Midwest Note Company, Inc.		Delaware		56-2489923
Toll MN GP Corp.		Minnesota		20-0099962
Toll NC GP Corp.		North Carolina		23-2760759
Toll NH GP Corp.		New Hampshire		23-3048998
Toll NJX-I Corp.		Delaware		51-0413821
Toll Northeast LP Company, Inc.		Delaware		57-1195250
Toll Northeast Note Company, Inc.		Delaware		57-1195240
Toll Northeast Services, Inc.		Delaware		20-3714378
Toll NV GP Corp.		Nevada		23-2928710
Toll OH GP Corp.		Ohio		23-2878722
Toll PA Builder Corp.		Pennsylvania		87-0693313
Toll PA GP Corp.		Pennsylvania		23-2687561
Toll PA II GP Corp.		Pennsylvania		03-0395069
Toll PA III GP Corp.		Pennsylvania		20-1934096
Toll Palmetto Corp.		Delaware		57-1195245
Toll Peppertree, Inc.		New York		23-2709097
Toll Philmont Corporation		Delaware		23-2526635
Toll Realty Holdings Corp. I		Delaware		23-2954512
Toll Realty Holdings Corp. II		Delaware		23-2954511
Toll RI GP Corp.		Rhode Island		23-3020194
Toll SC GP Corp.		South Carolina		23-3094328
Toll Southeast LP Company, Inc.		Delaware		57-1195213
Toll Southeast Note Company, Inc.		Delaware		57-1195261
Toll Southwest LP Company, Inc.		Delaware		56-2489922
Toll Southwest Note Company, Inc.		Delaware		56-2489921
Toll TN GP Corp.		Tennessee		23-2886926
Toll TX GP Corp.		Delaware		23-2796291
Toll VA GP Corp.		Delaware		23-2551790
Toll VA Member Two, Inc.		Delaware		51-0385726
Toll WA GP Corp		Washington		45-3717010
Toll WestCoast LP Company, Inc.		Delaware		56-2489917
Toll WestCoast Note Company, Inc.		Delaware		59-3790049
Toll WV GP Corp.		West Virginia		20-3337780
Toll YL, Inc.		California		23-2898272
Warren Chase, Inc.		Delaware		23-2518740
51 N. 8th Street L.P.		New York		23-2796304
Audubon Ridge, L.P.		Pennsylvania		23-2668976
Belmont Land, L.P.		Virginia		23-2810333
Binks Estates Limited Partnership		Florida		23-2796300
Blue Bell Country Club, L.P.		Pennsylvania		23-2668975
Broad Run Associates, L.P.		Pennsylvania		23-2979479
Buckingham Woods, L.P.		Pennsylvania		23-2689274
CC Estates Limited Partnership		Massachusetts		23-2748927
Cold Spring Hunt, L.P.		Pennsylvania		23-2702468
Dominion Country Club, L.P.		Virginia		23-2984309

---

Exact Name of Registrant As Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification Number
Eagle Farm Limited Partnership		Massachusetts		23-2760777
Estates at Princeton Junction, L.P.		New Jersey		23-2760779
Estates at Rivers Edge, L.P.		New Jersey		23-2748080
Fairfax Investment, L.P.		Virginia		23-2982190
Fairfax Station Hunt, L.P.		Virginia		23-2680894
Farmwell Hunt, L.P.		Virginia		23-2822996
First Brandywine Partners, L.P.		Delaware		51-0385730
Great Falls Hunt, L.P.		Virginia		23-2719371
Greens at Waynesborough, L.P.		Pennsylvania		23-2740013
Greenwich Chase, L.P.		New Jersey		23-2709793
Hoboken Land LP		New Jersey		20-1466751
Hockessin Chase, L.P.		Delaware		23-2944970
Huckins Farm Limited Partnership		Massachusetts		23-2740411
Kensington Woods Limited Partnership		Massachusetts		23-2701194
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
Rose Hollow Crossing Associates		Pennsylvania		23-2253629
Silverman-Toll Limited Partnership		Michigan		23-2986323
Somers Chase, L.P.		New York		23-2855511
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/Naples Limited Partnership		Florida		23-2883354
TBI/Palm Beach Limited Partnership		Florida		23-2891601
The Bird Estate Limited Partnership		Massachusetts		23-2883360
The Estates at Brooke Manor Limited Partnership		Maryland		23-2740412
The Estates at Summit Chase, L.P.		California		23-2748089
Toll at Brier Creek Limited Partnership		North Carolina		23-2954264
Toll at Honey Creek Limited Partnership		Michigan		20-3675855
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 Bros. of Tennessee, L.P.		Tennessee		51-0386723
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
Toll CA VIII, L.P.		California		20-2328888
Toll CA IX, L.P.		California		20-3454571
Toll CA X, L.P.		California		20-3454613

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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 XI, L.P.		California		20-3532036
Toll CA XII, L.P.		California		20-3733386
Toll CA XIX, L.P.		California		20-5853968
Toll CO, L.P.		Colorado		23-2978294
Toll CT Limited Partnership		Connecticut		23-2963551
Toll CT II Limited Partnership		Connecticut		23-3041974
Toll CT III Limited Partnership		Connecticut		27-3790650
Toll DE LP		Delaware		20-0660934
Toll DE II LP		Delaware		26-1358236
Toll East Naples Limited Partnership		Florida		23-2929049
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 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 Limited Partnership		Connecticut		23-2709099
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 VII Limited Partnership		New York		23-2775308
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
Toll Land XXII Limited Partnership		California		23-2879949
Toll Land XXIII Limited Partnership		California		23-2879946
Toll Land XIV Limited Partnership		New York		23-2796295
Toll Land XXV Limited Partnership		New Jersey		23-2867694
Toll Land XXVI Limited Partnership		Ohio		23-2880687
Toll Livingston at Naples Limited Partnership		Florida		71-0902794
Toll MA Land Limited Partnership		Massachusetts		20-4889176

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Exact Name of Registrant As Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification Number
Toll MD Builder I, L.P.		Maryland		20-0355209
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 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 NH Limited Partnership		New Hampshire		23-3048999
Toll NJ Builder I, L.P.		New Jersey		41-2089798
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 V, L.P.		New Jersey		23-3091620
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 Northville Limited Partnership		Michigan		23-2918130
Toll NV Limited Partnership		Nevada		23-3010602
Toll NY LP		New York		20-3887115
Toll NY II L.P.		New York		26-1813165
Toll NY III L.P.		New York		26-3893230
Toll NY IV L.P.		New York		27-1500651
Toll Orlando Limited Partnership		Florida		20-2862679
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
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

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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 XIII, L.P.		Pennsylvania		20-4889135
Toll PA XIV, L.P.		Pennsylvania		26-1603357
Toll PA XV, L.P.		Pennsylvania		26-1415588
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 WA LP		Washington		35-2425736
Toll WV LP		West Virginia		20-4249451
Toll YL, L.P.		California		23-3016250
Toll YL II, L.P.		California		80-0014182
Toll-Dublin, L.P.		California		23-3070669
Village Partners, L.P.		Pennsylvania		81-0594073
West Amwell Limited Partnership		New Jersey		23-2570825
Wilson Concord, L.P.		Tennessee		23-2887824
110-112 Third Ave. GC II LLC		New York		13-1940046**
110-112 Third Ave. GC LLC		New York		13-1940046**
1450 Washington LLC		New Jersey		20-1466751**
1500 Garden St. LLC		New Jersey		20-1466751**
2301 Fallston Road LLC		Maryland		23-2963546**
5-01 — 5-17 48th Avenue GC II LLC		New York		23-2796295**
5-01 — 5-17 48th Avenue GC LLC		New York		23-2796295**
5-01 — 5-17 48th Avenue II LLC		New York		23-2796295**
5-01 — 5-17 48th Avenue LLC		New York		23-2796295**
51 N. 8th Street GC LLC		New York		23-2796304**
51 N. 8th Street GC II LLC		New York		23-2796304**
51 N. 8th Street I LLC		New York		23-2709097**
700 Grove Street Urban Renewal, LLC		New Jersey		20-0215496**
Arbor Hills Development LLC		Michigan		20-1501161**
Arthur’s Woods, LLC		Maryland		23-2963546**
Belmont Country Club I LLC		Virginia		23-2810333**
Belmont Country Club II LLC		Virginia		23-2810333**
Block 255 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**
C.B.A.Z. Construction Company LLC		Arizona		51-0385729**
C.B.A.Z. Holding Company LLC		Delaware		51-0385729
Component Systems I LLC		Delaware		23-2417123**
Component Systems II LLC		Delaware		23-2417123**

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Exact Name of Registrant As Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification Number
CWG Construction Company LLC		New Jersey		20-1104737
Dominion Valley Country Club I LLC		Virginia		23-2984309**
Dominion Valley Country Club II LLC		Virginia		23-2984309**
First Brandywine LLC I		Delaware		23-2731790**
First Brandywine LLC II		Delaware		23-2731790**
First Brandywine LLC III		Delaware		61-1443340**
First Brandywine LLC IV		Delaware		61-1443340**
Frenchman’s Reserve Realty, LLC		Florida		23-2417123**
Golf I Country Club Estates at Moorpark LLC		California		23-2963547**
Golf II Country Club Estates at Moorpark LLC		California		23-2963547**
Hatboro Road Associates LLC		Pennsylvania		23-3097666**
Hawthorn Woods Country Club II LLC		Illinois		75-2985312**
Hoboken Cove LLC		New Jersey		20-1466751**
Hoboken Land I LLC		Delaware		20-1466751**
Jacksonville TBI Realty LLC		Florida		23-2417123**
Lighthouse Point Land Company, LLC		Florida		20-0135814
Long Meadows TBI, LLC		Maryland		23-3044366**
Longmeadow Properties LLC		Maryland		23-3044366**
Martinsburg Ventures, L.L.C.		Virginia		23-2865738**
Mizner Realty, L.L.C.		Florida		23-2417123**
Naples TBI Realty, LLC		Florida		23-2417123**
Orlando TBI Realty LLC		Florida		23-2417123**
Paramount Village LLC		California		23-2748091**
Phillips Drive LLC		Maryland		23-3044366**
Prince William Land I LLC		Virginia		23-2774670**
Prince William Land II LLC		Virginia		23-2774670**
PT Maxwell Holdings, LLC		New Jersey		20-3153303
PT Maxwell, L.L.C.		New Jersey		20-3153303**
Regency at Denville LLC		New Jersey		23-2810344**
Regency at Dominion Valley LLC		Virginia		23-2984309**
Regency at Long Valley I LLC		New Jersey		23-3038827**
Regency at Long Valley II LLC		New Jersey		23-3038827**
Regency at Mansfield I LLC		New Jersey		23-3038827**
Regency at Mansfield II LLC		New Jersey		23-3038827**
Regency at Washington I LLC		New Jersey		23-3098583**
Regency at Washington II LLC		New Jersey		23-3098583**
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**
The Ridges at Belmont Country Club I LLC		Virginia		23-2810333**
The Ridges at Belmont Country Club II LLC		Virginia		23-2810333**
Toll Austin TX LLC		Texas		26-0389752
Toll CA I LLC		California		23-2838417**
Toll CA Note II LLC		California		23-2838417**
Toll Cedar Hunt LLC		Virginia		23-2994369**
Toll CO I LLC		Colorado		23-2978294**
Toll Corners LLC		Delaware		23-2709099**
Toll Dallas TX LLC		Texas		26-0389704

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Exact Name of Registrant As Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification Number
Toll DE X II, LLC		Delaware		20-1220599
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 Glastonbury LLC		Connecticut		23-3041974**
Toll Henderson LLC		Nevada		56-2489922**
Toll Hoboken LLC		Delaware		20-0465460**
Toll Houston TX LLC		Texas		27-0876926
Toll IN LLC		Indiana		23-2417123**
Toll Jupiter LLC		Florida		20-3368529**
Toll Lexington LLC		New York		27-3767977
Toll MA I LLC		Massachusetts		23-2748927**
Toll MA II 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 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 North LV LLC		Nevada		56-2489922**
Toll North Reno LLC		Nevada		56-2489922**
Toll NV Holdings LLC		Nevada		56-2489922**
Toll Realty L.L.C.		Florida		23-2417123**
Toll San Antonio TX LLC		Texas		20-4888966**
Toll South LV LLC		Nevada		56-2489922**
Toll South Reno LLC		Nevada		56-2489922**
Toll Southwest LLC		Delaware		23-2417123**
Toll Stratford LLC		Virginia		20-3116806
Toll TX Note LLC		Texas		26-0389704**
Toll VA L.L.C.		Delaware		51-0385728
Toll VA III L.L.C.		Virginia		23-2417123**
Toll Van Wyck, LLC		New York		23-2796637**
Toll Vanderbilt I LLC		Rhode Island		23-3020194**
Toll Vanderbilt II LLC		Rhode Island		51-1195217**
Toll-Dublin, LLC		California		23-3070669**
Toll West Coast LLC		Delaware		23-2417123**
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.

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EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-178130) is being filed for the purposes of filing certain additional exhibits to the Registration Statement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, the base prospectus is omitted from this filing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is a statement of estimated expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts.

 

SEC registration fee			(1)
Fees and expenses of independent accountants			(2)
Trustee fees and expenses			(2)
Legal fees and expenses			(2)
Printing and delivery expenses			(2)
Blue sky fees			(2)
Rating agency fees			(2)
Miscellaneous expenses			(2)
Total			(1)(2)

 

(1)	Because an indeterminate amount of securities are covered by this Registration Statement, we are deferring payment of the registration fee pursuant to Rule 456(b) under the Securities Act.

(2)	Because an indeterminate amount of securities are covered by this Registration Statement and the number of offerings are indeterminable, the expenses in connection with the issuance and distribution of the securities are not currently determinable.

Item 15. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal actions or proceedings, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the DGCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The DGCL provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

Under our Certificate of Incorporation and bylaws, the Company is obligated to indemnify and hold harmless any Director, officer or employee of the Company to the fullest extent permitted by law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against expenses (including legal fees), judgments, losses, liability, fines and amounts paid in settlement, actually and reasonably incurred or suffered by him or her, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), brought or threatened to be brought against him by reason of the fact that he or she is or was a Director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, employee or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or trustee or in any other capacity while serving as a director, officer, employee or trustee; provided, however, that except as provided in the Certification of Incorporation with respect to proceedings to enforce rights to indemnification, the Company is obligated to indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such

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indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. In addition to the foregoing, the Company may provide indemnification for any indemnitee in those instances in which such indemnification, although greater in scope or degree than that expressly provided by law, is deemed to be in the best interest of the Company by (a) a majority of disinterested Directors even though less than a quorum (which may consist of only one Director if there is only one disinterested Director), (b) by a committee of disinterested Directors designated by a majority of disinterested Directors, even though less than a quorum, or (c) if there are no disinterested Directors, or if such disinterested Directors so direct, by independent legal counsel in a written opinion.

In addition, an indemnitee also has the right to be paid by the Company the expenses incurred (including attorney’s fees) in connection with any proceeding in advance of the final disposition of the proceeding (hereinafter an “advancement of expenses”); provided, however, that, if required by law, any advancement of expenses incurred by a indemnitee solely in his capacity as a director, officer or employee shall only be made upon delivery to the Company of an undertaking (hereinafter an “undertaking”) by or on behalf of such indemnitee to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified by the Company or authorized by law. No such undertaking is required in connection with the advancement of expenses incurred by an indemnitee acting in any other capacity in which service is or was rendered by such indemnitee, including, without limitation, service to an employee benefit plan.

A Director of the Company will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the Director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

The Company carries directors’ and officers’ liability insurance that covers certain liabilities and expenses of its directors and officers.

Item 16. Exhibits

A list of exhibits filed herewith is contained in the exhibit index that immediately precedes such exhibits and is incorporated herein by reference.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment of this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii) To include any material information relating to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Toll Brothers, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
*		Chairman of the Board, and Director
Robert I. Toll
*		Vice Chairman of the Board and Director
Bruce E. Toll
*		Chief Executive Officer and Director (Principal Executive Officer)
Douglas C. Yearley, Jr.
*		Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
Martin P. Connor
/s/    Joseph R. Sicree Joseph R. Sicree		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
*		Director
Robert S. Blank
*		Director
Edward G. Boehne
*		Director
Richard J. Braemer
*		Director
Christine N. Garvey
*		Director
Carl B. Marbach

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Signature		Title
*		Director
Stephen A. Novick
*		Director
Paul E. Shapiro

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

2

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule I of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated* on January 31, 2012.

 

*

Except as otherwise provided herein, each of the following persons hold each of the positions listed next to his/her name for each Registrant listed on Schedule I of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities’ corporate general partner in the capacities indicated.

 

Signature		Title
*		Chief Executive Officer and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants) (Principal Executive Officer)
Douglas C. Yearley, Jr.
		President, Chief Operating Officer, Assistant Secretary and Director (as to Corporate Registrants)/Manager (as to limited liability company Registrants)
Richard T. Hartman
*		Senior Vice President, Treasurer, Chief Financial Officer, Assistant Secretary and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants) (Principal Financial Officer)
Martin P. Connor
/s/     Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)
Joseph R. Sicree

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

3

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule II of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated* on January 31, 2012.

 

*

Except as otherwise provided herein, each of the following persons holds each of the positions listed next to his/her name for each Registrant listed on Schedule II of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities’ corporate general partner in the capacities indicated.

 

Signature		Title
*		Director (Principal Executive Officer)
Douglas C. Yearley, Jr.
		President and Director (as to Corporate Registrants)/Manager (as to limited liability company Registrants)
Richard T. Hartman
/s/     Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer
Joseph R. Sicree

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

4

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule III of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated* on January 31, 2012.

 

*

Except as otherwise provided herein, each of the following persons holds each of the positions listed next to his/her name for each Registrant listed on Schedule III of Additional Registrants. Where the Registrant is a limited liability company, this registration statement has been signed by the following persons on behalf of such entities’ corporate manager in the capacities indicated. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities’ corporate general partner in the capacities indicated.

 

Signature		Title
*		President, Treasurer, Secretary and Director (as to corporate Registrants)/ Manager (as to limited liability company Registrants) (Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer)
Joseph R. DeSanto
*		Director (as to corporate Registrants)/Manager (as to limited liability company Registrants)
Michael McDevitt
*		Vice President and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants)
Ann DiFiore
*		Vice President and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants)
Mark J. Warshauer

 

5

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Signature		Title
* Mary Alice Avery		Assistant Secretary and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants), but only with respect to the following entities listed on Schedule III: TB Proprietary Corp., Toll Buckeye Corp., Toll Centennial Corp., Toll Diamond Corp., Toll Golden Corp., Toll Granite Corp., Toll Mid-Atlantic LP Company, Inc., Toll Mid-Atlantic Note Company, Inc., Toll Midwest LLC, Toll Midwest Note Company, Inc., Toll Northeast LP Company, Inc., Toll Northeast Note Company, Inc., Toll Palmetto Corp., Toll Southeast LP Company, Inc., Toll Southeast Note Company, Inc., Toll Southwest LLC, Toll Southwest Note Company, Inc., Toll West Coast LLC and Toll WestCoast Note Company, Inc.

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

6

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule IV of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
*		President and Manager (Principal Executive Officer)
David H. Richey
*		Secretary and Manager
Mitchell P. Laskowitz
*		Vice President and Manager
David A. Larkin
*		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Martin P. Connor
/s/    Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)
Joseph R. Sicree

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

7

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule V of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
*		President, Secretary and Manager (Principal Executive Officer)
Gary M. Mayo
		Manager
Richard T. Hartman
*		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Martin P. Connor
/s/    Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)
Joseph R. Sicree

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

8

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule VI of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
*		President and Manager (Principal Executive Officer)
James Manners
*		Manager and Secretary
Jean Sweet
*		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Martin P. Connor
/s/     Joseph R. Sicree		Senior Vice President, Chief Accounting Officer and Assistant Secretary (Principal Accounting Officer)
Joseph R. Sicree

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

9

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, ESE Consultants, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
*		Chief Executive Officer and Director (Principal Executive Officer)
Barry Depew
*		President, Chief Operating Officer, and Director
Christopher Stocke
*		Senior Vice President, Secretary and Director
Javier Vega
*		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Martin P. Connor
/s/    Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)
Joseph R. Sicree

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

10

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Toll Architecture, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
*		President and Director (Principal Executive Officer)
Jed Gibson
*		Vice President and Director
Edward D. Weber
*		Secretary and Director
Lee J. Golanoski
*		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Martin P. Connor
/s/    Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)
Joseph R. Sicree

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

11

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Toll Architecture I, P.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
* Jed Gibson		President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

12

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Toll Northeast Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
* Joseph DeSanto		Vice President, Secretary and Director
* Michael McDevitt		Director
* Martin P. Connor		Senior Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
/s/    Joseph R. Sicree Joseph R. Sicree		Senior Vice President, and Assistant Secretary (Principal Accounting Officer)

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

13

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, C.B.A.Z. Construction Company LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
Richard T. Hartman		President and Manager (Principal Executive Officer)
* Charles W. Bowie		Manager and Secretary,
* Martin P. Connor		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/    Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

14

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Frenchman’s Reserve Realty, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
* Jason Snyder		President and Manager (Principal Executive Officer)
* Mark Smietana		Secretary and Manager
* Martin P. Connor		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/    Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

15

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Hoboken Land I LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
* Douglas C. Yearley, Jr.		Chief Executive Officer and Manager (Principal Executive Officer)
* Roger A. Brush		Manager
* Martin P. Connor		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/    Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

16

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Jacksonville TBI Realty, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
* Kelly Hofelt		President and Manager (Principal Executive Officer)
* James McDade		Secretary and Manager
* Martin P. Connor		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/    Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

17

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Mizner Realty L.L.C. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
* Edward D. Weber		President, Secretary and Manager (Principal Executive Officer)
* Martin P. Connor		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/    Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

18

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Orlando TBI Realty, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
* Lynda Stephens		President, Secretary and Manager (Principal Executive Officer)
* Martin P. Connor		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

19

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, South Riding Realty LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
* William Gilligan		President, Secretary and Manager (Principal Executive Officer)
* Martin P. Connor		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/    Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

20

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Toll Jupiter LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
* Edward D. Weber		President, Secretary and Manager (Principal Executive Officer)
* James McDade		Vice President and Manager
* Alexandre DeChabert		Assistant Vice President and Manager
* Martin P. Connor		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/    Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

21

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Toll Realty L.L.C. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
* Thomas J. Murray		Manager
* Robert G Paul		Manager

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

22

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Toll Realty L.L.C. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on January 31, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2012.

 

Signature		Title
* Edward D. Weber		President, Secretary and Manager (Principal Executive Officer)
* Martin P. Connor		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/    Joseph R. Sicree         Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

 

*By:		/s/ Joseph R. Sicree
		Joseph R. Sicree
		Attorney-in-fact

 

23

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EXHIBIT INDEX

 

Exhibit No.		Description
1.1**		Underwriting Agreement.
4.1		Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2010.
4.2		By-laws of the Registrant, as Amended and Restated June 11, 2008, are hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2008.
4.3		Amendment to the By-laws of the Registrant, dated as of September 24, 2009, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2009.
4.4		Specimen Common Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-K for the fiscal year ended October 31, 1991.
4.5		Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 18, 2007.
4.6**		Form of stock certificate for the Preferred Stock of the Registrant.
4.7**		Form of Debt Securities.
4.8**		Form of Warrant Agreement.
4.9**		Form of Warrant Certificate.
4.10**		Form of Guarantee of Debt Securities.
4.11†		Form of Indenture for Senior Debt Securities.
4.12*		Form of Indenture for Subordinated Debt Securities.
4.13		Rights Agreement dated as of June 13, 2007, by and between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, is hereby incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 18, 2007.
5*		Form of Opinion of Simpson Thacher & Bartlett, New York, New York.
12*		Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
23.1*		Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).
23.2*		Consent of Ernst & Young LLP Independent Registered Public Accounting Firm.
24*		Power of Attorney (included in signature pages hereto).
25.1†		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, of the Bank of New York Mellon, as trustee for the Senior Indenture.
25.2**		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, of trustee for the Subordinated Indenture.

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†		Filed herewith.
*		Previously filed.
**		To be filed by amendment or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.