================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 27, 2004 THE TORO COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-8649 41-0580470 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MINNESOTA 55420 TELEPHONE NUMBER: (952) 888-8801 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ================================================================================
Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans The Toro Company ("Toro") has elected to change administrative service providers for The Toro Company Investment, Savings, and Employee Stock Ownership Plan and The Toro Company Profit Sharing Plan for Plymouth Union Employees; and Hahn Equipment Co., a wholly owned subsidiary of Toro, has elected to change administrative service providers for The Hahn Equipment Co. Savings Plan for Union Employees. As a result of these changes, there will be a blackout period in which participants under these plans temporarily will be unable to engage in transactions involving Toro common stock, par value $1.00 per share, and related preferred share purchase rights, or associated derivative securities, held in their individual accounts. During the blackout period, participants under these plans will not be able to change investments of their contributions, reallocate investments of existing balances in their individual accounts, or obtain distributions. The blackout period is expected to begin on August 30, 2004 and end on September 7, 2004. Toro received notice of the blackout period from each of the administrators under the plans pursuant to Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 on July 27, 2004. Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 (b) (2) (i) (B) of the Securities and Exchange Commission's Regulation BTR, on July 27, 2004, Toro provided written notice of the upcoming blackout period to its directors and executive officers notifying them that during the blackout period, they may not, directly or indirectly, purchase, sell or otherwise acquire or transfer any shares of Toro common stock and related preferred share purchase rights, or associated derivative securities, if those securities were acquired in connection with their service or employment as a director or executive officer of Toro. A copy of the notice provided to Toro's directors and executive officers is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference. The person designated by Toro to respond to inquiries about the blackout period is J. Lawrence McIntyre, Vice President, Secretary and General Counsel, The Toro Company, 8111 Lyndale Avenue South, Bloomington, Minnesota 55420, (952) 887-8059.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE TORO COMPANY (Registrant) Date: July 27, 2004 By /s/ J. Lawrence McIntyre ----------------------------------- J. Lawrence McIntyre Vice President, Secretary and General Counsel
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 Notice to Board of Directors and Executive Officers of The Toro Company Regarding Upcoming Blackout Period Under Employee Benefit Plans
Exhibit 99.1 NOTICE TO BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF THE TORO COMPANY REGARDING UPCOMING BLACKOUT PERIOD UNDER EMPLOYEE BENEFIT PLANS July 27, 2004 As a director or executive officer of The Toro Company, you are subject to the restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's Regulation BTR, which prohibit certain securities transactions during employee benefit plan blackout periods. This notice is to inform you of an upcoming blackout period in connection with changes in the administrative service providers for The Toro Company Investment, Savings, and Employee Stock Ownership Plan, The Toro Company Profit Sharing Plan for Plymouth Union Employees and The Hahn Equipment Co. Savings Plan for Union Employees. As a result of these changes, there will be a blackout period in which participants under these plans temporarily will be unable to engage in transactions involving Toro common stock, par value $1.00 per share, and related preferred share purchase rights, or associated derivative securities, held in their individual accounts. During the blackout period, participants under these plans will not be able to change investments of their contributions, reallocate investments of existing balances in their individual accounts, or obtain distributions. The blackout period is expected to begin on August 30, 2004 and end on September 7, 2004. During the blackout period, you may not, directly or indirectly, purchase, sell or otherwise acquire or transfer any shares of Toro common stock, and related preferred share purchase rights, or associated derivative securities, including stock options that you acquired in connection with your service or employment as a director or executive officer of Toro. This prohibition is intended to cast a wide net and therefore applies to Toro securities you have acquired not just under typical Toro compensation plans but under any plan or arrangement that has resulted in the acquisition of Toro securities in exchange for the performance of services for, or employment with, Toro. If you sell or transfer any Toro securities during the blackout period, there will be a presumption that such securities were acquired in connection with your service or employment with Toro. This prohibition applies to any direct or indirect pecuniary interest you may have in such securities, such as any Toro common stock held by immediate family members living with you, in trust, or by controlled partnerships or corporations. This prohibition also applies to you regardless of whether you participate in any of the employee benefit plans named above. There are limited exceptions to the prohibition, including bona fide gift transactions and purchases and sales under a qualified Rule 10b5-1 trading plan. IT IS STRONGLY RECOMMENDED THAT YOU CONSULT WITH LARRY MCINTYRE, VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL OF TORO, PRIOR TO ENTERING INTO ANY TRANSACTION INVOLVING TORO SECURITIES DURING THE BLACKOUT PERIOD, REGARDLESS OF WHETHER YOU BELIEVE AN EXCEPTION EXISTS OR SUCH SECURITIES WERE NOT ACQUIRED IN CONNECTION WITH YOUR SERVICE OR EMPLOYMENT AS A DIRECTOR OR EXECUTIVE OFFICER OF TORO. If you have any questions regarding this notice or the blackout period, please contact Larry McIntyre at (952) 887-8059 or in writing to The Toro Company, Attention: Larry McIntyre, 8111 Lyndale Avenue South, Bloomington, Minnesota 55420.