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As filed with the Securities and Exchange Commission on May 22, 1996 Registration No. 33-67748 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 41-0580470 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 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, Esquire 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) Copy to: Helen P. Starr Attorney at Law 6010 33rd Street, N.W. Washington, D.C. 20015-1606 EXPLANATORY STATEMENT Pursuant to this Amendment No. 1 to its Registration Statement on Form S-3 (Registration No. 33-67748), The Toro Company ("Registrant") deregisters 23,100 shares of its Common Stock, par value $1.00 per share, previously registered in connection with The Summit Club Stock Incentive Program (the "Program"), an incentive program for its Toro lawn equipment product dealers. The shares being deregistered were not issued in connection with Registrant's incentive program which has terminated. 76,900 shares were issued to participants in the Program. -ii- 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 Amendment No. 1 to its 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 22nd day of May, 1996. THE TORO COMPANY (Registrant) By: J. LAWRENCE MCINTYRE ------------------------------------ J. Lawrence McIntyre, Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to its 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 May 22, 1996 - ----------------------- Officer, President and Director Kendrick B. Melrose (Principal Executive Officer) * Vice President Finance May 22, 1996 - ----------------------- and Chief Financial Officer Gerald T. Knight (Principal Financial Officer) * Vice President and Controller May 22, 1996 - ---------------------- (Principal Accounting Officer) Randy B. James Director May , 1996 - ---------------------- Ronald O. Baukol Director May , 1996 - ---------------------- Robert C. Buhrmaster Director May , 1996 - ---------------------- Janet K. Cooper II-1 * Director May 22, 1996 - ---------------------- Alex A. Meyer * Director May 22, 1996 - ---------------------- Robert H. Nassau * Director May 22, 1996 - ---------------------- Dale R. Olseth * Director May 22, 1996 - ---------------------- Edwin H. Wingate * By KENDRICK B. MELROSE ------------------- Kendrick B. Melrose ATTORNEY-IN-FACT May 22, 1996 II-2