UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
TOLL BROTHERS, INC.
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(Name of Issuer)
Common Stock $.01 par value
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(Title of Class of Securities)
889478103
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(CUSIP Number)
December 31, 2005
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 889478103
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1. Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(entities only):
MYRON M. KAPLAN
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization:
UNITED STATES
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Number of 5. Sole Voting Power: 4,507,539
Shares Bene-
ficially 6. Shared Voting Power 500,000
Owned by
Each Report- 7. Sole Dispositive Power: 4,507,539
ing Person
With 8. Shared Dispositive Power 500,000
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,007,539
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10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [_]
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11. Percent of Class Represented by Amount in Row (9):
3.2%
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12. Type of Reporting Person
IN
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2
Item 1(a) Name of Issuer:
Toll Brothers, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Myron M. Kaplan ("Mr. Kaplan").
Mr. Kaplan is a private investor.
Mr. Kaplan is a Member of Kaplan Nathan & Co., L.L.C. ("LLC"), a limited
liability company organized under the laws of the State of Delaware. LLC is a
private investment firm formed to invest in and act as general partner of an
investment partnership organized under the laws of New York known as Kaplan
Nathan & Co., L.P. ("Kaplan Nathan"). Kaplan Nathan is a private investment firm
engaged in the purchase and sale of securities for investment for its own
account.
As to Kaplan Nathan, Mr. Kaplan has shared power to dispose or to direct
the disposition of such Shares and to vote such Shares.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Mr. Kaplan is P.O. Box 385,
Leonia, New Jersey 07605.
Item 2(c) Citizenship:
Mr. Kaplan is a United States citizen;
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Item 2(d) Title of Class of Securities:
Common Stock $.01 par value (the "Shares")
Item 2(e) CUSIP Number: 889478103
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c):
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) (b) Amount Beneficially Owned and Percent of Class:
Mr. Kaplan may be deemed the beneficial owner of 5,007,539 Shares which
constitutes approximately 3.2% of the total number of Shares outstanding. This
is based on the Issuer's Form 10-K for the fiscal year ended October 31, 2005
which reflected 155,082,000 Shares outstanding as of December 31, 2005. The
total of 5,007,539 Shares consists of 4,507,539 Shares owned by Mr. Kaplan and
500,000 Shares owned by Kaplan Nathan.
Item 4(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
4,507,539
(ii) Shared power to vote or to direct the vote:
500,000
(iii)Sole power to dispose or to direct the disposition of:
4,507,539
(iv) Shared power to dispose or to direct the disposition of:
500,000
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Item 5. Ownership of Five Percent or Less of a Class:
Mr. Kaplan owns less than 5% of the Issuer's Securities,
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the Issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
DATED: February 9, 2006 as of December 31,2005
MYRON M. KAPLAN
By /s/ ALAN M. STARK
Alan M. Stark
Attorney-in-Fact
Power of Attorney attached
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, MYRON M. KAPLAN, hereby make, constitute
and appoint ALAN M. STARK, as my agent and attorney-in-fact for the purpose of
executing in my name, (a) in my personal capacity or (b) in my capacity as a
Member of or in other capacities with Kaplan Nathan & Co., L.L.C., all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating to ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (A) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This Power of Attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 7th day of
January, 2000.
/s/ Myron M. Kaplan
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MYRON M. KAPLAN