UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Toll Brothers, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
889478103
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(CUSIP NUMBER)
December 30, 2004
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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)
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 the information which
would alter the disclosures provided for in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to all other provisions of the
Act (however, see the Notes).
page 1 of 5 pages
SCHEDULE 13G
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CUSIP No. 889478103 page 2 of 5 pages
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________________________________________________________________________________
1. NAME OF REPORTING PERSONS: THE BRUCE E. TOLL INVESTMENT TRUST
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 17-5363506
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP or PLACE OF ORGANIZATION Pennsylvania
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER 5,965,552
OWNED BY
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER 5,965,552
WITH
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,965,552
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.88%(1)
________________________________________________________________________________
12. TYPE OF REPORTING PERSON OO
________________________________________________________________________________
SCHEDULE 13G
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CUSIP No. 889478103 page 3 of 5 pages
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Item 1(a). Name of Issuer:
Toll Brothers, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
250 Gibraltar Road
Horsham, Pennsylvania 19044
Item 2(a). Name of Person Filing:
The Bruce E. Toll Investment Trust
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o BET Investments
2600 Philmont Avenue - Suite 212
Philadelphia, Pennsylvania 19006
Attn: Wendy Toll Topkis, Trustee
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
889478103
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
Not Applicable
(a)[ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b)[ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c)[ ] Insurance Company as defined in Section 3(a)(19) of
the Exchange Act;
(d)[ ] Investment Company registered under Section 8 of the
Investment Company Exchange Act;
SCHEDULE 13G
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CUSIP No. 889478103 page 4 of 5 pages
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(e)[ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f)[ ] Employee Benefit Plan or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g)[ ] Parent Holding Company or Control Person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h)[ ] Saving Association as defined in Section 3(b) of The
Federal Deposit Insurance Act;
(i)[ ] Church Plan that is excluded from the definition of
an Investment Company under Section 3(c)(14) of the
Investment Company Act;
(j)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned: 5,965,552 shares. Wendy Toll
Topkis, as trustee of The Bruce E. Toll Investment Trust, shares voting and
dispositive power over 5,965,552 shares owned by the trust.
(b) Percent of Class: 7.88%(1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 5,965,552
(iii) Sole power to dispose or direct the disposition
return of: 0
(iv) Shared power to dispose or to direct the disposition
of: 5,965,552
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: []
SCHEDULE 13G
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CUSIP No. 889478103 page 5 of 5 pages
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Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Ms. Topkis serves as the trustee of The Bruce E. Toll Investment
Trust. Ms. Topkis, in her capacity as trustee, has the power to direct receipt
of the dividends from, and the proceeds from a sale of, the shares owned by
the trust.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 5, 2005
--------------------------------
(Date)
Wendy Toll Topkis
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(Signature)
Wendy Toll Topkis, Trustee
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(Name/Title)
(1) Based on 75,698,473 shares reported outstanding at December 15, 2004.