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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under Information Statement Pursuant to Rules 13d-1 and 13d-2 Under The Securities Exchange Act of 1934 (Amendment No. 1 ) The Toro Company (Name Of Issuer) Common Par (Title of Class of Securities) 891092108 (Cusip Number) (Continued on the following page(s)) Page 1 of 6 Pages 2 CUSIP No. 891092108 13G Page 2 of 6 Pages - -------------------------------------------------------------------------------- The Toro Company - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON. The Chase Manhattan Corporation - CMC The Chase Manhattan Bank - CMB - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) (B) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION The Chase Manhattan Corporation - Delaware The Chase Manhattan Bank - New York - -------------------------------------------------------------------------------- NUMBER 5 SOLE VOTING POWER OF CMC - None SHARES CMB - None ----------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY CMC - None CMB - None ----------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING CMC - None PERSON CMB - None ----------------------------------------------------------- WITH 8 SHARED DISPOSITIVE POWER CMC -None CMB - None - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CMC - None CMB - None - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 CMC - 0 % CMB - 0 % - -------------------------------------------------------------------------------- 12 TYPE OF PERSON REPORTING* CMC - HC CMB - BK - -------------------------------------------------------------------------------- * SEE INSTRUCTION BEFORE FILLING OUT! 3 Item 1(a).Name of Issuer: The Toro Company Item 1(b).Address of Issuer's: 8111 Lyndale Avenue South Offices Bloomington, Mn. 55420 Item 2(a). Name of Person Filing: This notice is filed by The Chase Manhattan Corporation (CMC) and its wholly owned subsidiary, The Chase Manhattan Bank (CMB ) Item 2(b). Address of Principal Business CMC: 270 Park Avenue Office: New York, NY 10017 CMB: 270 Park Avenue New York, NY 10017 Item 2(c). Citizenship: CMC - Delaware CMB - New York Item 2(d). Title of Class of Securities: Common Par Item 2(e). CUSIP Number: 891092108 Page 3 of 6 4 THE TORO COMPANY Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ X ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or endowment Fund [see Section 240.13d-1(b) (1)(ii)(F)]. (g) [ X ] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G). (h) [ ] Group, in accordance with Section 240.13d-1(ii)(H). Item 4. Ownership: (a) Amount Beneficially Owned: CMC - None As of December 31, 1996 CMB - None (b) Percent of Class: CMC - 0 % CMB - 0 % (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: CMC - None CMB - None (ii) Shared power to vote or to direct the vote: CMC - None CMB - None Page 4 of 6 5 THE TORO COMPANY (iii) Sole power to dispose or to direct the disposition of: CMC - None CMB - None (iv) Shared power to dispose or to direct the disposition of: CMC - None CMB - None Item 5. Ownership of Five Percent or Less of a Class: Yes - Less than 5% holdings Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7. Identification and Classification of the Subsidiary Which Holds the Security Being Reported on by the Parent Holding Company: Pursuant to Rule 13(d) - 1 (c): This notice is filed on behalf of both CMC and its subsidiary, CMB. In lieu of attaching an exhibit hereto, the identity of CMB is as set forth on the cover page hereof. CMB is classified as a Bank, as such term is defined in Section (3) (a) (6) of the Securities Exchange Act of 1934, as amended, Item 8. Identification and Classification of Members of this Group: Not applicable. Item 9. Notice of Dissolution of Group: Not applicable. Page 5 of 6 6 THE TORO COMPANY 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 did 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. Dated: February 12, 1997 The Chase Manhattan Bank THE CHASE MANHATTAN CORPORATION /S/ Allan Nemethy /S/ Anthony J. Horan - ----------------------------------- ----------------------------------- Allan Nemethy Anthony J. Horan Trust Officer Corporate Secretary Page 6 of 6