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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
to
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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THE TORO COMPANY
(NAME OF SUBJECT COMPANY (ISSUER))
THE TORO COMPANY (OFFEROR)
(NAME OF FILING PERSON (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
891092108
(CUSIP NUMBER OF CLASS OF SECURITIES)
J. LAWRENCE MCINTYRE
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
THE TORO COMPANY
8111 LYNDALE AVENUE SOUTH, BLOOMINGTON, MINNESOTA 55420-1196
TELEPHONE: (952) 888-8801
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPY TO:
RICHARD D. KATCHER, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
$150,000,000 $19,005
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*Calculated solely for purposes of determining the amount of the filing fee.
Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended,
the Transaction Valuation was calculated assuming that 2,500,000 outstanding
shares of common stock, par value $1.00 per share, are being purchased at the
maximum possible tender offer price of $60.00 per share.
**The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1)
of the Securities Exchange Act of 1934, as amended, and Fee Advisory #7 for
Fiscal Year 2004 issued by the Securities Exchange Commission, equals $126.70
per million of the value of the transaction.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $19,005
Form or Registration No.: Schedule TO
Filing Party: The Toro Company
Date Filed: March 17, 2004
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission on
March 17, 2004 (the "Schedule TO") by The Toro Company, a Delaware corporation
(the "Company"), relating to the offer by the Company to purchase up to
2,500,000 shares of its common stock, $1.00 par value per share, including the
associated preferred stock purchase rights (together, the "Shares"), or such
lesser number of Shares as is properly tendered and not properly withdrawn, at a
price determined by the Company between $56.50 and $60.00 per Share, net to the
seller in cash, without interest, on the terms and subject to the conditions set
forth in an Offer to Purchase, dated March 17, 2004 and in the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"). This Amendment No. 1 is intended to satisfy the
reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of
1934, as amended. Copies of the Offer to Purchase and the related Letter of
Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively.
The information in the Offer is incorporated in this Amendment No. 1 to the
Schedule TO by reference in response to all of the applicable items in the
Schedule TO, except that such information is hereby amended and supplemented to
the extent specifically provided herein.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following:
(a)(1)(H) Memorandum to All Toro Employees from Kendrick B. Melrose, dated
March 19, 2004.
SIGNATURE
After due 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 TORO COMPANY
By: /s/ J. Lawrence McIntyre
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Name: J. Lawrence McIntyre
Title: Vice President, Secretary and
General Counsel
Dated: March 19, 2004
EXHIBIT INDEX
(a)(1)(H) Memorandum to All Toro Employees from Kendrick B. Melrose, dated
March 19, 2004.