Registration No. 33-
As filed with the Securities and Exchange Commission on September 18, 1995.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------
THE TORO COMPANY
(Exact name of registrant as specified on its charter)
DELAWARE 41-0580470
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-------------
8111 Lyndale Avenue South
Bloomington, Minnesota 55420
(612) 888-8801
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------
J. Lawrence McIntyre, Vice President,
Secretary and General Counsel
The Toro Company
8111 Lyndale Avenue South
Bloomington, Minnesota 55420
(612) 888-8801
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------
COPIES TO:
Helen P. Starr, Esq.
Attorney at Law
6010 33rd Street, N.W.
Washington, D.C. 20015-1606
(202) 237-7750
-------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following
box. _X_
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (A) PRICE (A) REGISTRATION FEE
Common Stock (b) 100,000 $31.5625 $3,156,250 $1,089(c)
shares
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
(a) Estimated solely to calculate the registration fee, pursuant
to Rule 457(c) on the basis of the average of the high and
low prices on the New York Stock Exchange on September 12,
1995 as reported in THE WALL STREET JOURNAL.
(b) Each share of Common Stock has attached thereto one
Preferred Share Purchase Right. Value attributable to such
Rights, if any, is reflected in the market price of the
Common Stock.
(c) Restricted fee to be applied to account number 737758.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
CROSS REFERENCE SHEET
ITEM OF
FORM S-3 LOCATION IN PROSPECTUS
Item 1 Front cover
Item 2 Available Information; Incorporation of Certain
Documents by Reference.
Item 3 Not applicable.
Item 4 The Summit Club II Stock Incentive Program--Rules
and Administration--Cost of Shares and Incentives;
Offering by the Company.
Item 5 The Summit Club II Stock Incentive Program--Award
of Common Stock.
Item 6 Not applicable.
Item 7 Not applicable.
Item 8 The Summit Club II Stock Incentive Program; The
Summit Club II Stock Incentive Program--Rules and
Administration--Cost of Shares and Incentives;
Offering by the Company.
Item 9 Not applicable.
Item 10 Not applicable.
Item 11 Not applicable.
Item 12 Incorporation of Certain Documents by Reference.
Item 13 Not applicable.
100,000 Shares
THE TORO COMPANY
COMMON STOCK
OFFERED PURSUANT TO
THE SUMMIT CLUB II
STOCK INCENTIVE PROGRAM
-----------
Outstanding shares of Common Stock, par value $1.00 per share
(the "Common Stock"), of The Toro Company (the "Company") are
listed on the New York Stock Exchange. The last reported sale
price of the Common Stock on the New York Stock Exchange on
September 12, 1995 was $31 5/8 per share.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
Shares of the Common Stock will be awarded to Toro and Lawn-
Boy dealers who are eligible and elect to participate
("Participating Dealers") in The Summit Club II Stock Incentive
Program (the "Program"), based on purchases of selected consumer
and commercial lawn equipment during the period August 1, 1995
through July 31, 1996 (the "First Program Year") and August 1,
1996 through July 31, 1997 (the "Second Program Year") (together,
the "Program Years"), in accordance with the rules of the
Program. No payment is to be made to the Company by
Participating Dealers for the shares of Common Stock offered
hereby. See "The Summit Club II Stock Incentive Program".
The date of this Prospectus is September , 1995.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Commission's Regional
Offices at 75 Park Place, New York 10278 and Northwestern Atrium
Center, 500 West Madison, Chicago, Illinois 60661. Copies of
such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Such reports, proxy statements and
other information may also be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
This Prospectus constitutes a part of a registration statement
filed on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") by the
Company with the Commission under the Securities Act of 1933, as
amended. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby
made to the Registration Statement and related exhibits for
further information with respect to the Company. Any statements
contained herein concerning the provisions of any document are
not necessarily complete and, in each instance, reference is made
to the copy of each document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such
reference.
-----------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File
No.1-8649) pursuant to the Exchange Act are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended July 31, 1994;
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended October 28, 1994, February 3, 1995 and April 28,
1995;
3. The descriptions of the Company's Common Stock and
Preferred Share Purchase Rights contained in the Company's
registration statements filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of
updating such descriptions; and
4. All reports and other documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or replaced for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which
-2-
also is or is deemed to be incorporated by reference herein
modifies or replaces such statement. Any such statement so
modified or replaced shall not be deemed, except as so modified
or replaced, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the foregoing
documents incorporated herein by reference (other than exhibits
to such documents). Written or telephone requests should be
directed to The Toro Company, 8111 Lyndale Avenue South,
Bloomington, Minnesota 55420, telephone (612) 888-8801,
Attention: N. Jeanne Ryan, Assistant Secretary.
No dealer, salesperson or other person has been authorized to
give any information or to make any representation not contained
in this Prospectus in connection with the offer contained herein,
and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company.
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof or since the date as of which information is set
forth herein. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction or to any person to whom it is
unlawful to make such offer in such jurisdiction.
-----------
-3-
THE COMPANY
The Company is a leading manufacturer of consumer lawn mowers,
snowthrowers, trimmers, commercial mowing and turf maintenance
equipment and underground automatic irrigation systems. These
products are sold under the Toro, Toro/Wheel Horse and Lawn-Boy
brand names to the consumer market and professional market, which
includes entities that manage or construct golf courses, parks
and other large turf areas. The consumer product line includes
walk-behind mowers; riding mowers and lawn and garden tractors;
electrical home improvement products, such as low voltage
lighting, electric trimmers and leaf blowers; and snow removal
products. The professional product line includes commercial
products for professional turf and golf course maintenance, such
as precision cutting mowers and turf aeration equipment, and
irrigation products such as sprinkler heads and control devices
for underground irrigation systems. The Company sells most of
its Toro and Lawn-Boy products through approximately 43 domestic
distributors. Its consumer products are generally resold to
approximately 6,000 independent retail dealers in the United
States. Toro riding mowers and lawn and garden tractors are
sold primarily directly to approximately 2,500 retail service
dealers throughout the United States, through distributors acting
as sales agents. Toro electrical home improvement products are
sold primarily to mass merchandisers.
The Company was incorporated in Minnesota in 1935 as the
successor to a business founded in 1914. It was reincorporated
in Delaware in 1983. The Company's executive offices are located
at 8111 Lyndale Avenue South, Bloomington, Minnesota 55420,
telephone number (612) 888-8801. Unless the context indicates
otherwise, the term "Company" refers to The Toro Company and its
subsidiaries. The Company finances a significant portion of its
receivables through Toro Credit Company, its wholly owned
consolidated finance subsidiary.
THE SUMMIT CLUB II STOCK INCENTIVE PROGRAM
GENERAL
The Program is the successor to The Summit Club Stock
Incentive Program (the "Predecessor Program") which was
established by the Company to encourage sales to Participating
Dealers of selected Toro and Lawn-Boy branded consumer and
commercial lawn equipment products by offering Participating
Dealers shares of the Common Stock of the Company for increasing
the volume of product purchases during a Program Year by
specified amounts over the preceding year's volume.
The Program will continue through July 31, 1997 unless
terminated earlier at the discretion of the Company. In order to
receive an award under the Program, a Participating Dealer must
remain a dealer of the Company on the last day of a Program Year
(July 31) of its participation.
The Program supplements other sales incentive programs the
Company and its distributors offer to dealers from time to time.
Participation in the Program will not preclude a Participating
Dealer from receiving awards under other programs offered by the
Company or its distributors.
PARTICIPATION
The Program is open to any Toro or Lawn-Boy dealer who meets
the following eligibility criteria ("Eligible Dealer"):
(1) An Eligible Dealer must do business with a distributor
of the Company which operates in one of the Company's designated
"core markets" (a "Participating Distributor"). For
-4-
information on whether a distributor is a Participating
Distributor, a dealer may consult its distributor.
(2) An Eligible Dealer must purchase for resale products in
certain specified product lines either from a Participating
Distributor, or directly from the Company; and
(3) An Eligible Dealer must have purchased a minimum of
$150,000 of Toro spring, snow, Wheel Horse and/or Lawn-Boy whole
goods products (riding product and mower decks) from the Company
or a Participating Distributor during the 12-month period ending
July 31, 1995 to qualify to participate during the First Program
Year, or during the First Program Year to qualify to participate
during the Second Program Year.
A dealer who has not previously purchased the Company's
products may be eligible to participate in the Program as a "New
Dealer". See "New Dealers" below.
An Eligible Dealer may become a Participating Dealer by
completing and returning to its Participating Distributor a
Dealer Enrollment Form and purchasing Eligible Products during
either or both of the Program Years. See the sections on
"Earning Award Points for Purchases" below.
BASIS FOR AWARD POINTS
In order to earn Common Stock awards under the Program, a
Participating Dealer must increase the volume of its unit
purchases of "Eligible Products", which are the products
specified in the tables below (except products in Category 6),
in the applicable Program Year over a "Purchase Base" assigned
by the Company, based on the volume of its previous purchases of
those products, by minimum amounts set forth below. For a Dealer
which participated in the Predecessor Program, the Purchase Base
for the First Program Year will be the higher of the dealer's
Purchase Base for year two of the Predecessor Program as assigned
by the Company; or the dealer's year two purchases. Eligible dealers
who did not participate in the Predecessor Program will be assigned
a purchase base based on their previous 12 month purchases of
eligible products. New Dealers will be assigned Purchase Bases in
accordance with the table under "New Dealers". For products in
Category 6 (which are selected electric and gas hand-held products
set forth in Schedule A to this Prospectus), a Participating Dealer
will earn Award Points only for purchases which exceed the minimum
dollar purchase base set forth in the applicable Award Points Table
shown below.
After the Company receives a Participating Dealer's Dealer
Enrollment Form at the commencement of the Program, the Company
will notify the Dealer of the Dealer's Purchase Base for each
Eligible Product category for the First Program Year. This
notification will be made as soon as practicable after receipt of
the Dealer Enrollment Form. For the Second Program Year, each
Participating Dealer will be notified as soon as practicable
after July 31 of the First Program Year of the Purchase Base for
each Eligible Product category for the Second Program Year.
A Participating Dealer's Purchase Base will be determined
based on information provided by Participating Distributors and
information on a Participating Dealer's purchases made directly
from the Company.
For the Second Program Year, a Dealer's Purchase Base will be
equal to the higher of the Participating Dealer's actual
purchases of Eligible Products in the First Program Year or the
Dealer's Purchase Base for the First Program Year in all product
categories except Category 6, for which a Participating Dealer
may earn Award Points based on dollar purchases, as set forth in
the applicable Award Point Table.
-5-
EARNING AWARD POINTS FOR PURCHASES
The Company will credit Participating Dealers with Award
Points based on the number of units (or in the case of Category 6,
dollars) of Eligible Products in excess of the Purchase Base
purchased by the Dealer from the Company or from the Company's
Participating Distributors during the applicable Program Year.
Award Points are earned in accordance with the table shown below.
Each Award Point is valued at $1.00.
No Award Points are earned until a Participating Dealer
purchases units in each of the first five eligible product
categories shown in the Award Point Table below (Toro walk power
mowers, Lawn-Boy walk power mowers, Toro rear engine riders/lawn
tractors, Toro garden tractors and Toro yard and garden tractors)
in amounts equal to or exceeding the Participating Dealer's
Purchase Base for each such Eligible Product Category, and
purchases Category 6 products (electric and gas hand held
products) having a dollar value equal to or greater than the
$2,000 Purchase Base set forth in each table.
A Participating Dealer is required to meet Category 1 through
5 Eligible Product Purchase Base quantities only for those
categories for which it has an approved sales and service
agreement. Each Participating Dealer is eligible to earn Award
Points with respect to Category 6, but must purchase products
having a value of not less than the $2,000 minimum purchase level
in order to be eligible to earn Award Points in any other
category. The dollar value of Category 6 products is based on
dealer net value.
A Participating Dealer will earn more Award Points the greater
the percentage increase of purchases over the Dealer's Purchase
Base.
EXISTING AND NEW DEALERS. The following table shows the
number of Award Points the Company will credit to a Participating
Dealer (except Executive Club Dealers) per unit or dollar of
Eligible Products purchased, by category.
AWARD POINTS TABLE - EXISTING AND NEW DEALERS
AWARD POINTS FOR
NUMBER OF UNITS/$ EACH UNIT/$ OF ELIGIBLE
OF ELIGIBLE PRODUCTS PRODUCTS PURCHASED
PURCHASED AS A PERCENTAGE IN EXCESS OF
OF PURCHASE BASE PURCHASE BASE
------------------------- -------------------------
Category 1 * TORO WALK POWER MOWERS (INCLUDING
------------ HEAVY DUTY WPM'S)
---------------------------------
Up to 109.9% 0
110% to 114.9% 10
115% to 119.9% 15
120% and over 20
-6-
Category 2 * LAWN-BOY WALK POWER MOWERS
------------ --------------------------
Up to 109.9% 0
110% to 114.9% 10
115% to 119.9% 15
120% and over 20
Category 3 * TORO REAR ENGINE RIDERS/LAWN TRACTORS
------------ -------------------------------------
Up to 109.9% 0
110% to 114.9% 35
115% to 119.9% 55
120% and over 75
Category 4 * TORO GARDEN TRACTORS
------------ --------------------
Up to 109.9% 0
110% to 114.9% 75
115% to 119.9% 100
120% and over 125
Category 5 * TORO YARD AND GARDEN TRACTORS
------------ -----------------------------
Up to 109.9% 0
110% to 114.9% 60
115% to 119.9% 75
120% and over 100
Category 6* TORO ELECTRIC AND GAS
----------- HAND HELD PRODUCTS
---------------------
Up to $2,000 0
$2,000 to $4,999 75
$5,000 to $9,999 100
$10,000 and over 150
Category 7 PROLINE WALK BEHIND MOWERS
----------- --------------------------
Up to 109.9% 0
110% to 114.9% 60
115% to 119.9% 75
120% and over 100
Category 8 GROUNDSMASTER 120, 220 MOWERS
----------- -----------------------------
Up to 109.9% 0
110% to 114.9% 100
115% to 119.9% 125
120% and over 175
-7-
Category 9 GROUNDSMASTER 200, 300 MOWERS
----------- -----------------------------
Up to 109.9% 0
110% to 114.9% 150
115% to 119.9% 175
120% and over 225
* A Participating Dealer must purchase at least 100% of its
Purchase Base in each Eligible Product category designated
by an asterisk, for which the Dealer has an authorized sales
and service agreement, in order to be eligible to earn any
Award Points under the Program, except that all
Participating Dealers are authorized to earn Award Points in
Category 6. Other requirements must also be met.
EXECUTIVE CLUB DEALERS. A Participating Dealer which
purchased not less than $450,000 of Toro, Toro/Wheel Horse or
Lawn-Boy product in the period from August 1, 1994 through
July 31, 1995 will be an Executive Club Participating Dealer and
will earn Award Points based on the following table, rather than
the previous table, once purchases of Eligible Products equal to
the applicable Purchase Base for each of Eligible Product
Categories 1 through 6 have been made.
AWARD POINTS TABLE - EXECUTIVE CLUB DEALERS
AWARD POINTS FOR
NUMBER OF UNITS/$ EACH UNIT/$ OF ELIGIBLE
OF ELIGIBLE PRODUCTS PRODUCTS PURCHASED
PURCHASED AS A PERCENTAGE IN EXCESS OF
OF PURCHASE BASE PURCHASE BASE
Category 1 * TORO WALK POWER MOWERS
------------ (INCLUDING HEAVY DUTY
WPM'S)
-----------------------
Up to 109.9% 0
110% to 114.9% 18
115% and over 25
Category 2 * LAWN-BOY WALK POWER MOWERS
------------ --------------------------
Up to 109.9% 0
110% to 114.9% 18
115% and over 25
Category 3 * TORO REAR ENGINE RIDERS/LAWN TRACTORS
------------ -------------------------------------
Up to 109.9% 0
110% to 114.9% 50
115% and over 80
-8-
Category 4 * TORO GARDEN TRACTORS
------------ --------------------
Up to 109.9% 0
110% to 114.9% 125
115% and over 160
Category 5 * TORO YARD AND GARDEN TRACTORS
------------ -----------------------------
Up to 109.9% 0
110% to 114.9% 80
115% and over 130
Category 6* TORO ELECTRIC AND GAS
----------- HAND HELD PRODUCTS
---------------------
Up to $2,000 0
$2,000 to $4,999 75
$5,000 to $9,999 100
$10,000 and over 150
Category 7 PROLINE WALK BEHIND MOWERS
------------ --------------------------
Up to 109.9% 0
110% to 114.9% 80
115% and over 130
Category 8 GROUNDSMASTER 120, 220 MOWERS
---------- -----------------------------
Up to 109.9% 0
110% to 114.9% 150
115% and over 200
Category 9 GROUNDSMASTER 200, 300 MOWERS
---------- -----------------------------
Up to 109.9% 0
110% to 114.9% 175
115% and over 250
* An Executive Club Participating Dealer must purchase
at least 100% of its Purchase Base in each Eligible
Product category designated by an asterisk, for which
the Dealer has an authorized sales and service
agreement, in order to be eligible to earn any Award
Points under the Program, except that all Participating
Dealers are authorized to earn Award Points in Category
6. Other requirements must also be met.
NEW DEALERS
A dealer which has not purchased products in any one or all
of the categories of Eligible Products since August 1, 1993 will
be deemed to be a New Dealer with respect to any Eligible Product
category in which purchases were not so made. New Dealers will
be assigned Purchase Bases in accordance with the following
table.
-9-
NEW DEALER PURCHASE BASE TABLE
ELIGIBLE
PURCHASE BASE,
ELIGIBLE PRODUCT CATEGORY BY CATEGORY
-----------------------------------------------------------------------
Category 1 - Toro Walk Power Mower 55 Units
Category 2 - Lawn-Boy Walk Power Mowers 55 Units
Category 3 - Toro Rear Engine Riders/Lawn Tractors 15 Units
Category 4 - Toro Garden Tractors 10 Units
Category 5 - Toro Yard and Garden Tractors 12 Units
Category 6 - Toro Electric and Gas Hand Held Products $2,000
Category 7 - ProLine Walk Behind Mowers 8 Units
Category 8 - Groundsmaster 120, 220 Riding Mowers 3 Units
Category 9 - Groundsmaster 200, 300 Riding Mowers 1 Unit
Award Points may be earned by New Dealers or those deemed to
be New Dealers in accordance with the Award Points Table -
Existing and New Dealers, above. A New Dealer or a dealer
adding a new product line is required to meet the Purchase Base
for each of the Eligible Product Categories 1 through 6 for which
the New Dealer has an authorized sales and service agreement. A
New Dealer must purchase a minimum of $150,000 of Toro spring,
snow and/or Lawn-Boy whole goods products from the Company or a
Participating Distributor during each Program Year to earn Award
Points. A New Dealer must otherwise comply with Program
requirements, and will be treated as a Participating Dealer for
Program purposes.
AWARD OF COMMON STOCK
A Participating Dealer will accrue Award Points throughout
each Program Year. Award Points earned in connection with the
Predecessor Program (which was offered with respect to the years
ended July 31, 1994 and July 31, 1995), and not exchanged for
shares of Common Stock, may be carried over as accrued Award
Points in this Program.
At the conclusion of the First Program Year, a Participating
Dealer who has met the threshold requirements described below,
and has accumulated sufficient Award Points, may elect to
exchange Award Points for shares of Common Stock of the Company.
Award Points are valued at $1.00 each, and may be exchanged for
shares of Common Stock based on the closing price per share of
Common Stock on the New York Stock Exchange on the last day of
the Program Year (July 31), if a trading day, or first trading
day thereafter. Shares of Common Stock will be issued only if at
least one full lot of 100 shares has been earned and only in even
lots of 100 shares.
If insufficient Award Points are accumulated in the First
Program Year, when added together with any points carried over
from the Predecessor Program, to earn at least 100 shares of
Common Stock, points may be carried over to the Second Program
Year to be exchanged for shares of Common Stock at the end of the
Second Program Year, if the minimum of 100 shares is earned. At
the conclusion of the Second Program Year, a Participating Dealer
who has met the threshold requirements, and has accumulated
sufficient Award Points, may exchange Award Points for shares of
the Common Stock. If a Participating Dealer elects not to
exchange Award Points for Common Stock, the Award Points will be
forfeited. If insufficient Award Points are accumulated to earn
100 shares by the end of the Second Program Year, or if Award
Points insufficient to earn more than one even lot are
accumulated, the Company may, at its sole
-10-
option, carry points over as a credit towards other incentives
offered in a subsequent year by the Company.
Following each Program Year, the Company will send a form to
be completed by each Participating Dealer indicating the number
of Award Points credited and inquiring whether the Dealer wishes
to exchange Award Points for shares of Common Stock (subject to
the 100 share minimum). The form will be sent to each
Participating Dealer in early September of each of 1996 and 1997.
A Participating Dealer's election must be made by September 15 of
each year (or such other date as may be announced by the
Company). THE ELECTION IS IRREVOCABLE ONCE MADE. With respect
to the First Program Year (September 1996), if no written
election is received by the Company from a Participating Dealer
by the deadline, the Dealer will be deemed to have elected to
"bank" the Award Points received by such Dealer. If no election
is made by a Participating Dealer on or before the deadline for
the Second Program Year, the Dealer will be deemed to have
elected to receive shares of Common Stock of the Company in
exchange for Award Points (subject to the 100 share minimum). If
a Dealer elects not to receive shares of Common Stock after the
Second Program Year, accrued Award Points will be forfeited.
Award Points "banked" after the end of the First Program Year
and then exchanged for shares of Common Stock after the end of
the Second Program Year will be exchanged for shares of Common
Stock valued at the closing price applicable to the Second
Program Year, and not the First Program Year.
The Company will deliver certificates representing shares of
Common Stock to Participating Dealers as soon as practicable
after the date by which Dealers must make the election to
purchase shares but not before October 1. A Dealer may not pay
cash in addition to the Dealer's Award Points in order to
purchase additional shares of Common Stock. The shares will be
issued to and registered in the name of the Participating Dealer.
The Company will issue a maximum of 100,000 shares of Common
Stock to Participating Dealers as a group.
FEDERAL INCOME TAX INFORMATION
The following is a brief summary of some potential tax
consequences to Participating Dealers:
RECOGNITION OF INCOME. A Participating Dealer will be
treated as having received taxable income equal to the number of
Award Points exchanged for shares of Common Stock. A Dealer will
be treated as having received such income on the date the Dealer
makes the irrevocable election to receive shares of Common Stock
or on the September 15 after the Second Program Year, if no
election is made with respect to the Second Program Year.
SALE OF COMMON STOCK. If a Participating Dealer sells shares
of Common Stock received under the Program, the Participating
Dealer will recognize gain or loss equal to the difference
between the selling price and the Participating Dealer's tax
basis. The tax basis is the amount reported as income on the
Participating Dealer's income tax return with respect to the
shares received. The gain or loss generally will be treated as
capital gain or loss.
Gain or loss on the sale of shares held for more than twelve
months will be long-term capital gain or loss. If the shares of
Common Stock are held for less than twelve months, the gain or
loss will be treated as short-term capital gain or loss. The
maximum rate for taxation of capital gains is currently 28%.
Recent tax legislation increased the highest rate of tax on
-11-
ordinary income, so that capital gains may, depending on the
Participating Dealer's tax bracket, be entitled to preferential
treatment.
PREFERRED SHARE PURCHASE RIGHTS. Each share of Common Stock
carries with it a right to purchase Series B Junior Participating
Preferred Stock under certain circumstances set forth in a Rights
Agreement dated June 14, 1988. Distribution of the rights will
not be taxable to the recipient; however, a stockholder may,
depending on individual circumstances, recognize taxable income
when the Preferred Share Purchase Rights become exercisable.
THE FOREGOING IS ONLY A GENERAL DISCUSSION OF SOME POTENTIAL
TAX CONSEQUENCES. PARTICIPATING DEALERS ARE ADVISED TO CONSULT
THEIR OWN TAX ADVISORS WITH RESPECT TO ISSUES DISCUSSED ABOVE AND
ANY OTHER ISSUES, INCLUDING STATE TAX ISSUES.
RULES AND ADMINISTRATION
AMENDMENTS TO PROGRAM. The Program may be amended by the
Company at any time and may be terminated by the Company prior to
its anticipated conclusion on July 31, 1997, in the sole
discretion of the Company. Amendments to the Program announced
from time to time by the Company will become effective at such
times as are determined by the Company.
Amendments to the Program may be adopted which change the
Program in any manner the Company determines, including
amendments which change the number of Award Points awarded by the
Company for Eligible Products or products which may be eligible.
ASSIGNMENT OF COMMON STOCK AWARD. A Participating Dealer may
not assign its rights to receive Common Stock awards under the
Program to any person other than to a person purchasing or
otherwise succeeding to the dealership.
TRANSFER OF DEALERSHIP. If a Participating Dealer sells or
otherwise transfers a dealership, the person succeeding to the
dealership may continue to participate in the Program and
purchases made by the transferring Dealer will be deemed to be
made by the person succeeding to the dealership.
TERMINATING DEALERS. A Participating Dealer must be a dealer
of the Company on the last day of the applicable Program Year in
order to receive shares of Common Stock under this Program.
TAXES. Payment of any taxes imposed on the receipt of shares
of Common Stock is the responsibility of the Participating Dealer
and not of the Company.
CURRENT ACCOUNTS. All accounts of a Participating Dealer
with the distributor from which the Dealer makes purchases and
with the Company must be current as of the last day of the
applicable Program Year in order for the Participating Dealer to
be entitled to receive any shares of Common Stock for that
Program Year.
MULTIPLE DEALERSHIPS. If a Participating Dealer sells Toro
and Lawn-Boy products at more than one retail outlet, all retail
outlets operated by the Dealer will be deemed to be one
dealership.
-12-
COST OF SHARES AND INCENTIVES; OFFERING BY THE COMPANY. The
Company will issue shares of Common Stock held in its treasury
for use under the Program. The Company will pay any fees
associated with the issuance of the shares of Common Stock to
Participating Dealers and will pay the administrative costs of
the Program. The cost to the Company of shares of Common Stock
offered under the Program will be absorbed by the Company. There
will be no proceeds to the Company from issuance of the shares.
Shares of Common Stock offered hereby are offered and are
expected to be sold directly by the Company.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby is
being passed upon for the Company by Helen P. Starr, Esquire,
Washington, D.C.
EXPERTS
The financial statements and schedules incorporated herein
and in the registration statement by reference to the Annual
Report on Form 10-K of the Company have been audited by KPMG Peat
Marwick LLP, independent certified public accountants, and have
been so incorporated in reliance on the reports of KPMG Peat
Marwick LLP and upon the authority of said firm as experts in
accounting and auditing. To the extent that KPMG Peat Marwick
LLP audits and reports on future financial statements and
schedules of the Company and consents to the use of their reports
thereon, such financial statements and schedules will also be
incorporated by reference in the registration statement in
reliance upon their reports and said authority.
-13-
SCHEDULE A
CATEGORY 6 QUALIFYING TORO MODELS
MODEL DESCRIPTION
NUMBER
51903 31cc Curved Shaft
51906 31cc Straight Shaft
51908 31cc Brushcutter
51911 28cc Curved Shaft
51916 28cc Straight Shaft
51918 28cc Brushcutter
51920 OHV 4-cycle Curved Shaft
51926 OHV 4-cycle Straight Shaft
51928 OHV 4-cycle Brushcutter
58450 31cc Gas Edger
58452 28cc Gas Edger
62901 Gas Blower/Vac
58355 Garden Cultivator
51559 10" Cordless Trimmer
51803 18" Hedge Trimmer
51807 22" Hedge Trimmer
51815 20" Dual Action Hedge Trimmer
51819 24" Dual Action Hedge Trimmer
51231 8" Cut Trimmer
51256 10" Cut Trimmer
51326 12" Cut Trimmer
51443 14" Cut String Trimmer
51556 7" Cut Cordless Trimmer
51580 Clean Sweep Blower
51539 Air Rake
51549 Rake & Vac Blower Vac
51582 Super Blower Vac
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of expenses of the
Registrant in connection with the issuance of and distribution of
the shares of Common Stock, all except the first of which are
estimates:
SEC Registration Fee . . . . . . . . . . . . $ 1,089
Transfer Agent and Registrar Fees . . . . . 7,000
Accountant's Fees and Expenses . . . . . . . 3,000
Counsel Fees and Expenses. . . . . . . . . . 9,000
Blue Sky Fees and Expenses . . . . . . . . . 3,000
Miscellaneous. . . . . . . . . . . . . . . . 911
-------
Total . . . . . . . . . . . . . . . . . . $24,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware empowers a corporation incorporated under the statute to
indemnify its directors, officers, employees and agents and its
former directors, officers, employees and agents and those who
serve in such capacities with another enterprise at the
corporation's request against expenses (including attorneys'
fees), as well as judgments, fines and settlements, actually and
reasonably incurred by them in connection with any action, suit
or proceeding in which they or any of them were or are made
parties or are threatened to be made parties by reason of their
serving or having served in such capacity. The power to
indemnify exists only where such officer, director, employee or
agent has acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and, in the case of a criminal action, where such
person had no reasonable cause to believe his conduct was
unlawful. Unless a court determines to the contrary, a
corporation has no power of indemnification in an action or suit
by or in the right of the corporation, where such person has been
adjudged liable to the corporation. Indemnification against
expenses is mandatory to the extent a claim, issue or matter has
been successfully defended. Indemnification and advancement of
expenses are not deemed exclusive of any other rights to which
those indemnified may be entitled under any bylaw, agreement,
vote of stockholders or otherwise. A Delaware corporation also
has the power to purchase and maintain insurance on behalf of any
person it has the power to indemnify, whether or not indemnity
against liability would be allowed under the statute.
Section 1 of Article XI of the Registrant's Certificate of
the Incorporation provides, in accordance with Section 102(b)(7)
of the Delaware General Corporation Law, for the elimination or
limitation of the personal liability of a director to the
Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director under certain circumstances.
Section 2 of Article XI of the Registrant's Certificate of
Incorporation mandates indemnification of a director or officer
of Registrant or a person serving at the request of the
Registrant as a director, officer, employee or agent of another
entity to the fullest extent authorized by the Delaware General
Corporation Law against expenses, liability and loss and
authorizes the Board to express such rights in written contracts.
II-1
The Registrant also maintains liability insurance policies
which provide for indemnification of a director or officer of
Registrant or a person serving at the request of the Registrant
as a director, officer, employee or agent of another entity
against certain liabilities under certain circumstances.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4 Instruments defining the rights of security holders,
including indentures:
4(a) Specimen form of Common Stock certificate
(incorporated by reference to Exhibit 4(c) to Registrant's
Registration Statement on Form S-8, Registration No. 2-94417).
4(b) Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4.2 to Registrant's
Registration Statement on Form S-3, Registration No. 33-16125).
4(c) Certificate of Amendment to Certificate of Incorporation 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).
4(d) Certificate of Amendment to Certificate of Incorporation dated
December 8, 1987 (incorporated by reference to Exhibit 3 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended January 29, 1988, Commission File No. 1-8649).
4(e) Bylaws of the Registrant (incorporated by reference to
Exhibit 3.3 to Registrant's Annual Report on Form 10-K for the
year ended July 31, 1991, Commission File No. 1-8649).
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
(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
from time to time).
5 Opinion of Helen P. Starr, Attorney at Law, regarding
legality.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Helen P. Starr, Attorney at Law (contained in
Exhibit 5).
24 Powers of Attorney (contained in signature pages).
II-2
ITEM 17. UNDERTAKINGS.
(a) Rule 415 offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933 (unless
the information required to be included in a post-
effective amendment is contained in periodic reports
filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement);
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement (unless the
information required to be included in a post-
effective amendment is contained in periodic reports
filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities and Exchange Act of
1934 that are incorporated by reference in the
registration statement);
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the registra-
tion statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) Filings incorporating subsequent Securities Exchange
Act of 1934 documents by reference.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the
II-3
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
The Toro Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Bloomington and State of Minnesota on the 15th day of
August, 1995.
THE TORO COMPANY
By: KENDRICK B. MELROSE
------------------------------
Kendrick B. Melrose
Chairman, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Kendrick
B. Melrose, Gerald T. Knight and J. Lawrence McIntyre, or any one
of them, each with power to act without the other, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign any and/or all
subsequent amendments to this registration statement, and to file
the same, or cause to be filed the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorney-
in-fact and agent full power to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby approving and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
KENDRICK B. MELROSE Chairman, Chief Executive August 15, 1995
----------------------- Officer and Director
Kendrick B. Melrose (Principal Executive Officer)
DAVID H. MORRIS President, Chief Operating August 15, 1995
----------------------- Officer and Director
David H. Morris
GERALD T. KNIGHT Vice President -- Finance August 15, 1995
----------------------- and Chief Financial Officer
Gerald T. Knight (Principal Financial Officer)
II-5
RANDY B. JAMES Vice President and August 15, 1995
----------------------- Controller
Randy B. James
JANET K. COOPER Vice President and August 15, 1995
---------------------- Controller
Janet K. Cooper
WILLIAM W. GEORGE Director August 15, 1995
----------------------
William W. George
ALEX A. MEYER Director August 15, 1995
----------------------
Alex A. Meyer
ROBERT H. NASSAU Director August 15, 1995
----------------------
Robert H. Nassau
DALE R. OLSETH Director August 15, 1995
----------------------
Dale R. Olseth
EDWIN H. WINGATE Director August 15, 1995
----------------------
Edwin H. Wingate
II-6
EXHIBIT LIST
EXHIBIT
NUMBER DESCRIPTION PAGE
4 Instruments defining the rights of security holders,
including indentures . . . . . . . . . . . . . . . . . . . .
4(a) Specimen form of Common Stock certificate (incorporated by
reference to Exhibit 4(c) to Registrant's Registration
Statement on Form S-8, Registration No. 2-94417) . . . . . .
4(b) Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 4.2 to Registrant's Registration
Statement on Form S-3, Registration No. 33-16125) . . . . .
4(c) Certificate of Amendment to Certificate of Incorporation
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) . . . . . . . . . . . . . . . . . . . . . . . .
4(d) Certificate of Amendment to Certificate of Incorporation
dated December 8, 1987 (incorporated by reference to Exhibit 3
to Registrant's Quarterly Report on Form 10-Q for the quarter
ended January 29, 1988, Commission File No. 1-8649) . . . .
4(e) Bylaws of the Registrant (incorporated by reference to
Exhibit 3.3 to Registrant's Annual Report on Form 10-K for
the year ended July 31, 1991, Commission File No. 1-8649) .
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 (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 from
time to time) . . . . . . . . . . . . . . . . . . . . . . .
5 Opinion of Helen P. Starr, Attorney at Law, regarding
legality . . . . . . . . . . . . . . . . . . . . . . . . . .
23(a) Consent of KPMG Peat Marwick LLP . . . . . . . . . . . . . .
23(b) Consent of Helen P. Starr, Attorney at Law (contained
in Exhibit 5). . . . . . . . . . . . . . . . . . . . . . . .
25 Powers of Attorney (included in signature pages)
EXHIBIT 5
HELEN P. STARR
ATTORNEY AT LAW
6010 THIRTY-THIRD STREET, N.W.
WASHINGTON, D.C. 20015-1606
(202) 237-7750
(202) 237-8055 (FACSIMILE)
September , 1995
The Toro Company
8111 Lyndale Avenue South
Minneapolis, Minnesota 55420
Re: Registration Statement on Form S-3
Gentlemen:
In connection with the Registration Statement on Form S-3
filed by The Toro Company (the "Company") with the Securities and
Exchange Commission relating to an aggregate of up to 100,000
shares of Common Stock, $1.00 par value per share (the "Common
Stock"), and up to 100,000 related Preferred Share Purchase
Rights (the "Rights") of the Company, please be advised that as
counsel to the Company, upon examination of such corporate
documents and records as I have deemed necessary or advisable for
the purpose of rendering this opinion, it is my opinion that:
1. The shares of Common Stock being offered by the
Company, when issued and paid for as contemplated by such
Registration Statement, will be legally issued, fully paid and
non-assessable; and
2. The Rights, if and when issued as contemplated by the
Rights Agreement dated June 14, 1988 (the "Rights Agreement"),
will have been legally issued and entitled to the benefits of
the Rights Agreement pursuant to which they will be issued.
I hereby consent to the use of this opinion as an exhibit to
the above-captioned Registration Statement, and to the references
to my name under the heading "Legal Matters" in the Prospectus
comprising a part of the Registration Statement.
Sincerely,
HELEN P. STARR
-------------------------------
Helen P. Starr
EXHIBIT 23(A)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Toro Company:
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG Peat Marwick LLP
Minneapolis, MN
Sepember 19, 1995
