TOL » Topics » ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

This excerpt taken from the TOL 10-Q filed Mar 10, 2006.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended January 31, 2006 we repurchased the following shares of our common stock (amounts in thousands, except per share amounts):

Period
  Total
Number of
Shares
Purchased (1)
  Average
Price
Paid Per
Share (1)
  Total Number of
Shares Purchased as
Part of a
Publicly Announced
Plan or Program (2)
  Maximum
Number of Shares
that May Yet be
Purchased Under the
Plan or Program (2)
 

 

 

 

 

 
November 1, 2005 to November 30, 2005
    223   $ 33.79     222     15,514  
December 1, 2005 to December 31, 2005
    159   $ 35.29     156     15,358  
January 1, 2006 to January 31, 2006
    251   $ 34.93     251     15,107  
   
       
       
Total
    633   $ 34.62     629        
   
       
       
                       

 
(1)
Pursuant to the provisions of our stock option plans, participants are permitted to use the value of our common stock that they own to pay for the exercise of options. During the three months ended January 31, 2006, we received 4,172 shares with an average fair market value per share of $35.43 for the exercise of stock options. These shares are included in the table above.
   
(2)
On March 26, 2003, we announced that our Board of Directors had authorized the repurchase of up to 20 million shares of our common stock, par value $.01, from time to time, in open market transactions or otherwise, for the purpose of providing shares for our various employee benefit plans. The Board of Directors did not fix an expiration date for the repurchase program.

Except as set forth above, we have not repurchased any of our equity securities.

We have not paid any cash dividends on our common stock to date and expect that, for the foreseeable future, we will not do so. Rather, we will follow a policy of retaining earnings in order to finance the continued growth of our business and, from time to time, repurchase shares of our common stock.

The payment of dividends is within the discretion of our Board of Directors and any decision to pay dividends in the future will depend upon an evaluation of a number of factors, including our earnings, capital requirements, our operating and financial condition, and any contractual limitations then in effect. In this regard, our senior subordinated notes contain restrictions on the amount of dividends we may pay on our common stock. In addition, our bank revolving credit agreement requires us to maintain a minimum tangible net worth (as defined in the credit agreement), which restricts the amount of dividends we may pay. At January 31, 2006, under the most restrictive of these provisions, we could have paid up to approximately $1.19 billion of cash dividends.

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