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As filed with the Securities and Exchange Commission on May 12, 1997
Registration No. 33-62743
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
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EXPLANATORY STATEMENT
Pursuant to this Amendment No. 1 to its Registration Statement on Form S-3
(Registration No. 33-62743), The Toro Company ("Registrant") deregisters 69,900
shares of its Common Stock, par value $1.00 per share, previously registered in
connection with The Summit Club II Stock Incentive Program (the "Program"), a
sales incentive program for its Toro and Lawn-Boy lawn equipment product
dealers. The shares being deregistered were not issued in connection with
Registrant's incentive program which has terminated. 30,100 shares were issued
to participants in the Program.
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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 12th day of May, 1997.
THE TORO COMPANY
(Registrant)
By: J. LAWRENCE MCINTYRE
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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 12, 1997
- ------------------- Officer, President and Director
Kendrick B. Melrose (Principal Executive Officer)
* Vice President Finance May 12, 1997
- ------------------- and Chief Financial Officer
Gerald T. Knight (Principal Financial Officer)
* Vice President and Controller May 12, 1997
- ------------------- (Principal Accounting Officer)
Randy B. James
* Director May 12, 1997
- -------------------
Janet K. Cooper
* Director May 12, 1997
- -------------------
Alex A. Meyer
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* Director May 12, 1997
- -------------------
Robert H. Nassau
* Director May 12, 1997
- -------------------
Dale R. Olseth
* Director May 12, 1997
- -------------------
Edwin H. Wingate
* By KENDRICK B. MELROSE
-------------------
Kendrick B. Melrose
ATTORNEY-IN-FACT
May 12, 1997
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