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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended July 31, 1994 --------------- OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to -------------- --------------- Commission File Number 1-8649 -------- THE TORO COMPANY (Exact name of registrant as specified in its charter) DELAWARE 41-0580470 (State of incorporation) (I.R.S. Employer Identification Number) 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MINNESOTA 55420 TELEPHONE NUMBER: (612) 888-8801 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------ Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED Common Stock New York Stock Exchange par value $1.00 per share Preferred Share Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No --------- --------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by nonaffiliates of the Registrant, based upon the close price of the Common Stock on September 30, 1994 as reported on the New York Stock Exchange, was approximately $314,586,300. The number of shares of Common Stock outstanding as of September 30, 1994 was 12,583,452. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Annual Report to Stockholders for the fiscal year ended July 31, 1994, are incorporated by reference into Parts I, II and IV. Portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held December 15, 1994, are incorporated by reference into Part III. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Incorporated by reference into Part II, Item 8 of this report: Pages in Fiscal 1994 Annual Report to Stockholders Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . 19 Consolidated Statements of Operations for the years ended July 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . 19 Consolidated Balance Sheets as of July 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . 20 Consolidated Statements of Cash Flows for the years ended July 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . 21 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . 22-28 (a) 2. INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Included in Part IV of this report: Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . 13 Schedule VIII - Valuation and Qualifying Accounts. . . . . . . . . . 14 Schedule IX - Short-term Borrowing . . . . . . . . . . . . . . . . . 15 Schedule X - Supplementary Income Statement Information. . . . . . . 16 All other schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes. (a) 3. EXHIBITS 3(i)(a) and 4(a) Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-3, Registration No. 33-16125). 3(i)(b) and 4(b) Certificate of Amendment to Certificate of Incorporation of the Registrant dated December 9, 1986 (incorporated by reference to Exhibit 3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended January 30, 1987, Commission file No. 1-8649). 3(i)(c) and 4(c) Certificate of Amendment to Certificate of Incorporation of the Registrant dated December 8, 1987 (incorporated by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 29, 1988, Commission File No. 1-8649). - 10 - 3(ii) and 4(d) Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the year ended July 31, 1991, Commission file No. 1-8649) 4(e) Specimen form of Common Stock certificate (incorporated by reference to Exhibit 4(c) to the Registrant's Registration Statement on Form S-8, Registration No. 2-94417). 4(f) Rights Agreement dated as of June 14, 1988, between the Registrant and Norwest Bank Minnesota, National Association relating to rights to purchase Series B Junior Participating Voting Preferred Stock, as amended (incorporated by reference to Exhibit 1 to Registrant's Registration Statement on Form 8-A dated June 17, 1988, Commission File No. 1-8649, as amended). 4(g) Indenture dated as of July 15, 1987, between the Registrant and Manufacturers Hanover Trust Company, Trustee, relating to the Registrant's 11% Sinking Fund Debentures Due August 1, 2017 (incorporated by reference to Exhibit 4 to the Registrant's Registration Statement on Form S-3, Registration No. 44-16175). 10(a) Form of Employment Agreement in effect for certain officers of the Registrant (incorporated by reference to Exhibit 10(a) to the Registrant's Annual Report on Form 10-K for the year ended July 31, 1993). 10(b) 1985 Incentive Stock Option Plan and 1989 Stock Option Plan, both as amended (incorporated by reference Exhibit 10(b) to the Registrant's Annual Report on Form 10-K for the year ended July 31, 1993). 10(c) The Toro Company Matching Stock Purchase Plan (incorporated by reference to Exhibit 28 to the Registrant's Registration Statement on Form S-8, Registration No. 33-22469). 10(d) 1993 Stock Option Plan (incorporated by reference to Exhibit A to Registrant's Proxy Statement dated October 29, 1993). 10(e) Continuous Performance Award Plan (incorporated by reference to Exhibit A to Registrant's Proxy Statement dated October 31, 1991). 11 Computation of Earnings (Loss) per Share of Common Stock and Common Stock Equivalent (page 17 of this report). 13 Registrant's Fiscal 1994 Annual Report to Stockholders. 21 Subsidiaries of Registrant (page 18 of this report). 23 Independent Auditors' Consent (page 19 of this report). *27 Financial Data Schedule (b) REPORTS ON FORM 8-K None. * Filed Herewith - 11 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE TORO COMPANY ------------------------------------- (Registrant) Dated: October 18, 1994 /s/ Gerald T. Knight ------------------------------------- Gerald T. Knight Vice President - Finance Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Kendrick B. Melrose Chairman, Chief Executive October 18, 1994 - ------------------------- Officer and Director Kendrick B. Melrose /s/ David H. Morris President, Chief Operating October 18, 1994 - ------------------------- Officer and Director David H. Morris /s/ Gerald T. Knight Vice President - Finance, October 18, 1994 - ------------------------- Chief Financial Officer Gerald T. Knight (principal financial officer) /s/ Randy B. James Vice President, Controller October 18, 1994 - ------------------------- (principal accounting officer) Randy B. James /s/ Janet K. Cooper Director October 18, 1994 - ------------------------- Janet K. Cooper /s/ William W. George Director October 18, 1994 - ------------------------- William W. George /s/ Alex A. Meyer Director October 18, 1994 - ------------------------- Alex A. Meyer /s/ Robert H. Nassau Director October 18, 1994 - ------------------------- Robert H. Nassau /s/ Dale R. Olseth Director October 18, 1994 - ------------------------- Dale R. Olseth /s/ Dale W. Turnbull Director October 18, 1994 - ------------------------- Dale W. Turnbull /s/ Edwin H. Wingate Director October 18, 1994 - ------------------------- Edwin H. Wingate - 12 -