<PAGE>
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
<PAGE>
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-
<PAGE> 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
<PAGE>
* 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