SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
THE TORO COMPANY
(NAME OF SUBJECT COMPANY (ISSUER))
THE TORO COMPANY (OFFEROR)
(NAME OF FILING PERSON (IDENTIFYING STATUS AS
OFFEROR, ISSUER OR OTHER PERSON))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
891092108
(CUSIP NUMBER OF CLASS OF SECURITIES)
J. LAWRENCE MCINTYRE
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
THE TORO COMPANY
8111 LYNDALE AVENUE SOUTH, BLOOMINGTON, MINNESOTA 55420-1196
TELEPHONE: (952) 888-8801
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPY TO:
RICHARD D. KATCHER, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000
CALCULATION OF FILING FEE
======================================================= ========================
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$150,000,000 $19,005
======================================================= ========================
* Calculated solely for purposes of determining the amount of the filing fee.
Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as
amended, the Transaction Valuation was calculated assuming that 2,500,000
outstanding shares of common stock, par value $1.00 per share, are being
purchased at the maximum possible tender offer price of $60.00 per share.
** The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1)
of the Securities Exchange Act of 1934, as amended, and Fee Advisory #7 for
Fiscal Year 2004 issued by the Securities Exchange Commission, equals
$126.70 per million of the value of the transaction.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid: $19,005
Form or Registration No.: Schedule TO
Filing Party: The Toro Company
Date Filed: March 17, 2004
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO originally filed with the Securities and Exchange Commission on
March 17, 2004, as amended by Amendment No. 1 filed on March 22, 2004 and
Amendment No. 2 filed on April 6, 2004 (as amended, the "Schedule TO") by The
Toro Company, a Delaware corporation (the "Company"), relating to the offer by
the Company to purchase up to 2,500,000 shares of its common stock, $1.00 par
value per share, including the associated preferred stock purchase rights
(together, the "Shares"), or such lesser number of Shares as is properly
tendered and not properly withdrawn, at a price determined by the Company
between $56.50 and $60.00 per Share, net to the seller in cash, without
interest, on the terms and subject to the conditions set forth in an Offer to
Purchase, dated March 17, 2004 and in the related Letter of Transmittal (which,
as amended or supplemented from time to time, together constitute the "Offer").
This Amendment No. 3 is intended to satisfy the reporting requirements of Rule
13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. Copies of the
Offer to Purchase and the related Letter of Transmittal were previously filed
with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
The information in the Offer is incorporated in this Amendment No. 3 to
the Schedule TO by reference in response to all of the applicable items in the
Schedule TO, except that such information is hereby amended and supplemented to
the extent specifically provided herein.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the
following:
(c) On April 15, 2004, the Company issued a press release
announcing the preliminary results of the tender offer, which
expired at 5:00 p.m., New York City time, on Wednesday, April
14, 2004. A copy of the press release is filed as Exhibit
(a)(5)(E) to this Schedule TO and is incorporated herein by
reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following:
(a)(5)(E) Press Release, dated April 15, 2004 (announcing preliminary
results of tender offer).
-1-
SIGNATURE
After due 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.
THE TORO COMPANY
By: /s/ J. Lawrence McIntyre
----------------------------
Name: J. Lawrence McIntyre
Title: Vice President, Secretary and
General Counsel
Dated: April 15, 2004
-2-
Exhibit (a)(5)(E)
[Toro Logo]
8111 Lyndale Avenue South, Bloomington, Minnesota 55420-1196
952/888-8801 FAX 952/887-8258
INVESTOR RELATIONS MEDIA RELATIONS
Stephen P. Wolfe Tom Larson Connie Hawkinson
Vice President, CFO Assistant Treasurer Toro Media Relations
(952) 887-8076 (952) 887-8449 (952) 887-8984, pr@toro.com
WEB SITE
www.thetorocompany.com
THE TORO COMPANY ANNOUNCES PRELIMINARY
RESULTS OF "DUTCH AUCTION" TENDER OFFER
BLOOMINGTON, Minn. (April 15, 2004) - The Toro Company (NYSE: TTC) today
announced the preliminary results of its "Dutch Auction" tender offer to
purchase up to 2,500,000 shares of its common stock. The tender offer expired at
5:00 p.m., New York City time, on Wednesday, April 14, 2004.
Based on a preliminary count by the depositary for the tender offer,
approximately 55,531 shares of common stock, including approximately 1,469
shares that were tendered through notice of guaranteed delivery, were properly
tendered and not properly withdrawn at prices at or below $60.00 per share. All
of the shares properly tendered and not properly withdrawn will be acquired by
the company at a purchase price of $60.00 per share.
The number of shares properly tendered and not properly withdrawn and the
purchase price are preliminary and subject to verification by the depositary.
The final number of shares purchased and the purchase price will be announced as
soon as practicable following completion of the verification process and
confirmation by the depositary of the proper delivery of all shares tendered.
Payment for the shares validly tendered and accepted for purchase under the
tender offer, and return of any shares not accepted, will occur promptly after
such announcement.
As set forth in the offer to purchase relating to the tender offer, Toro's Board
of Directors has authorized Toro to purchase up to 1,000,000 shares of its
common stock, from time to time, in the open market or in privately negotiated
transactions, subject to a number of factors including Toro's business and
financial performance and situation, business and market conditions generally,
including the price of the shares, and such other factors as Toro may consider
to be relevant. Toro and its affiliates are prohibited from repurchasing shares
until at least ten business days after April 14, 2004. Toro currently expects
that, in the future, its Board of Directors will consider authorizing additional
share repurchases by the company.
The dealer manager for the tender offer is Banc of America Securities LLC and
the information agent is Morrow & Co., Inc. The depositary is Wells Fargo Bank,
N.A. For questions and information, please call the information agent toll free
at (800) 607-0088.
The Toro Company is a leading worldwide provider of outdoor maintenance and
beautification products for home, recreation and commercial landscapes.
###
SAFE HARBOR
Statements made in this news release, which are forward-looking, are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve risks and uncertainties.
These uncertainties include factors that affect all businesses operating in a
global market as well as matters specific to Toro. Particular risks and
uncertainties facing the company's overall financial position at the present
include the threat of further terrorist acts and war, which may result in
contraction of the U.S. and worldwide economies; slow growth rate in global and
domestic economies, resulting in rising unemployment and weakened consumer
confidence; our ability to achieve the goals for the "6+8" growth and profit
improvement program which is intended to improve our revenue growth and
after-tax return on sales; the company's ability to achieve sales growth and
double-digit diluted earnings per share growth in fiscal 2004; unforeseen
product quality problems in the development and production of new and existing
products; potential issues with moving production between facilities; increased
dependence on The Home Depot as a customer for the residential segment; reduced
government spending for grounds maintenance equipment due to reduced tax revenue
and tighter government budgets; elimination of shelf space for our products at
retailers; changes in raw material costs, including higher oil, steel and
aluminum prices; financial viability of distributors and dealers; governmental
restriction on water usage and water availability; market acceptance of existing
and new products; and increased and adverse changes in currency exchange rates
or raw material commodity prices and the costs we incur in providing price
support to international customers and suppliers. In addition to the factors set
forth in this paragraph, market, economic, financial, competitive, weather,
production and other factors identified in Toro's quarterly and annual reports
filed with the Securities and Exchange Commission, could affect the
forward-looking statements in this press release. Toro undertakes no obligation
to update forward-looking statements made in this release to reflect events or
circumstances after the date of this statement.