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1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __________) NAME OF ISSUER: The Toro Company TITLE OF CLASS OF SECURITIES: Common Stock CUSIP NO. 891092108 Check the following box if a fee is being paid with this statement [x ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 (1) NAME OF REPORTING PERSON: The Chase Manhattan Corporation S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 13-2633613 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [] (B)[x] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER: 102,375 Common Shares (6) SHARED VOTING POWER: 0 Common Shares (7) SOLE DISPOSITIVE POWER: 0 Common Shares (8) SHARED DISPOSITIVE POWER: 623,875 Common Shares (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 623,875 Common Shares (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: Not Applicable (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.130% (12) TYPE OF REPORTING PERSON: HC 3 (1)NAME OF REPORTING PERSON: The Chase Manhattan Bank, N.A. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 13-2633612 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [] (B)[x] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER: 102,375 Common Shares (6) SHARED VOTING POWER: 0 Common Shares (7) SOLE DISPOSITIVE POWER: 0 Common Shares (8) SHARED DISPOSITIVE POWER: 623,875 Common Shares (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 623,875 Common Shares (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: Not Applicable (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.130% (12) TYPE OF REPORTING PERSON: BK 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 FEE BEING PAID: YES ITEM 1 (a) NAME OF ISSUER: The Toro Company ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 8111 Lyndale Avenue South Bloomington , Minnesota 55420 ITEM 2 (a) NAME OF PERSON FILING: The Chase Manhattan Corporation ("CMC") The Chase Manhattan Bank, N.A. ("CMB") ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 1 Chase Manhattan Plaza New York, N.Y. 10081 ITEM 2 (c) CITIZENSHIP: Delaware (CMC) United States (CMB) ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, $1.00 par value (the "Shares") ITEM 2 (e) CUSIP NO: 891092108 ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the persons filing are: This statement is not being filed pursuant to Rule 13d-1(b) or 13d-2(b) 5 ITEM 4 (a) AMOUNT BENEFICIALLY OWNED: CMB is the beneficial owner of 623,875 Shares. By virtue of its ownership of all of the outstanding common stock of CMB, CMC may be deemed to possess indirect beneficial ownership of all of the Shares beneficially owned by CMB. ITEM 4 (b) PERCENT OF CLASS: CMB is the beneficial owner of 5.130% of the Shares. By virtue of its ownership of all of the outstanding common stock of CMB, CMC may be deemed to possess indirect beneficial ownership of the same percentage of Shares beneficially owned by CMB. ITEM 4 (c) CMB has power to vote as indicated below. By virtue of its ownership of all of the outstanding common stock of CMB, CMC may be deemed to possess the same level of power to vote indicated below. (i) SOLE POWER TO VOTE: 102,375 Common Shares (ii) SHARED POWER TO VOTE: 0 Common Shares (iii) SOLE POWER TO DISPOSE: 0 Common Shares (iv) SHARED POWER TO DISPOSE: 623,875 Common Shares ITEM 5 OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS: NOT APPLICABLE ITEM 6 OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON: NOT APPLICABLE 6 ITEM 7 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARIES WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: The Chase Manhattan Bank, N.A. - BANK ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: NOT APPLICABLE ITEM 9 NOTICE OF DISSOLUTION OF GROUP: NOT APPLICABLE 7 ITEM 10 CERTIFICATION: BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH PURPOSE OR EFFECT. SIGNATURE: AFTER REASONABLE 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 Chase Manhattan Corporation BY: /s/ John V. Caulfield John V. Caulfield, Vice President DATED: FEBRUARY 14, 1996 The Chase Manhattan Bank, N.A. BY: /s/ John V. Caulfield John V. Caulfield, Vice President DATED: FEBRUARY 14, 1996