<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1997
REGISTRATION NO. 33-4521
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
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 No.)
8111 LYNDALE AVENUE SOUTH, BLOOMINGTON, MINNESOTA 55420-1196
(612) 888-8801
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-------------------
J. LAWRENCE MCINTYRE, VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
THE TORO COMPANY, 8111 LYNDALE AVENUE SOUTH, BLOOMINGTON, MINNESOTA 55420-1196
TELEPHONE: (612) 888-8801
(Name, address, including zip code, and telephone number, including area code of
agent for service)
-------------------
Copies to:
C. ROBERT BEATTIE
DOHERTY, RUMBLE & BUTLER PROFESSIONAL ASSOCIATION
3500 FIFTH STREET TOWERS
150 SOUTH FIFTH STREET
MINNEAPOLIS, MINNESOTA 55402-4235
TELEPHONE: (612) 340-5555 TELEFAX: (612) 340-5584
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
CROSS REFERENCE SHEET
ITEM OF FORM S-3 LOCATION IN PROSPECTUS
Item 1 Front cover
Item 2 Available Information; Incorporation of Certain
Documents by Reference.
Item 3 Not applicable.
Item 4 Not applicable.
Item 5 Not applicable.
Item 6 Not applicable.
Item 7 Selling Stockholders.
Item 8 Plan of Distribution.
Item 9 Not applicable.
Item 10 Not applicable.
Item 11 Not applicable.
Item 12 Incorporation of Certain Documents by Reference.
Item 13 Not applicable.
<PAGE>
PROSPECTUS
67,687 SHARES
THE TORO COMPANY
COMMON STOCK
-----------------
This Prospectus relates to the resale of up to 67,687 shares of Common
Stock, $1.00 par value per share and related Preferred Share Purchase Rights
(the "Shares") of The Toro Company, a Delaware corporation (the "Company"),
issued to shareholders ("Selling Stockholders") of Integration Control Systems &
Services, Inc., a Texas corporation ("ICSS") pursuant to an Agreement and Plan
of Reorganization between the Company, ICSS, and National Tech Network Inc., a
Texas corporation and wholly owned subsidiary of the Company ("NTN").
The securities covered by this Prospectus may be resold from time to time
by the Selling Stockholders, and such resales may be effected in one or more
transactions that may take place on the New York Stock Exchange ("NYSE") through
ordinary brokers' transactions, privately negotiated transactions or through
sales to one or more dealers for resale of such securities as principals, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the Selling
Stockholders.
The Company will not receive any of the proceeds from the sale of such
Shares. The Company's Common Stock (and related Preferred Share Purchase
Rights) is traded on the NYSE under the symbol TTC. On May 20, 1996, the last
sale price for the Common Stock as reported on the New York Stock Exchange
Composite Tape was $31.125 per share.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------
The date of this Prospectus is February 13, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the Commission). Reports, proxy statements
and other information filed by the Company with the Commission can be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of
the Commission at 7 World Trade Center, New York, New York 10048 and 50 West
Madison Street, 14th Floor, Chicago, Illinois 60611. Copies of such material
can also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20459 at rates prescribed by the
Commission.
The Common Stock of the Company is listed for trading on the NYSE.
Reports, proxy statements and other information concerning the Company can be
inspected at such exchange.
This Prospectus constitutes a part of a registration statement filed on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") by the Company with the Commission under the
Securities Act of 1933, as amended. This Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement and related exhibits for further information
with respect to the Company. Any statements contained herein concerning the
provisions of any documents are not necessarily complete and, and in each
instance, reference is made to the copy of each document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
No person has been authorized by the Company to give any information or to
make any representations other than those contained in this Prospectus in
connection with the offer contained in this Prospectus, and if given or made,
such information or representations may not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities in any jurisdiction
in which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall create an implication that
there has been no change in the affairs of the Company since the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-8649)
pursuant to the 1934 Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996;
2. Form 8-K Report dated December 16, 1996;
3. Proxy Statement for the annual meeting of stockholders held March 12,
1996;
2
<PAGE>
4. The description of the Company's Common Stock and Preferred Share
Purchase Rights contained in the Company's registration statements
filed under Section 12 of the Exchange Act, and any and all amendments
and reports filed for the purpose of updating such description; and
5. All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares
made hereby shall be deemed incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed documents which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the request of any such person, a copy of any
or all of the documents which have been incorporated herein by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be directed to The Toro Company, 8111 Lyndale Avenue South, Minneapolis,
MN 55420-1196, Attention: N. Jeanne Ryan, Assistant Secretary, Telephone (612)
888-8801.
The principal executive offices of the Company are located at 8111 Lyndale
Avenue South, Bloomington, Minnesota 55420-1196.
3
<PAGE>
THE COMPANY
The Company is a leading manufacturer of consumer lawn mowers,
snowthrowers, trimmers, commercial mowing and turf maintenance equipment and
underground automatic irrigation systems. These products are sold under the
Toro, Toro/Wheel Horse and Lawn-Boy brand names to the consumer market and
professional market, which includes entities that manage or construct golf
courses, parks and other large turf areas. The consumer product line includes
walk-behind mowers; riding mowers and lawn and garden tractors; electrical home
improvement products, such as low voltage lighting, electric trimmers and leaf
blowers; and snow removal products. The professional product line includes
commercial products for professional turf and golf course maintenance, such as
precision cutting mowers and turf aeration equipment, and irrigation products
such as sprinkler heads and control devices for underground irrigation systems.
The Company sells most of its products through approximately 43 domestic
distributors. Its Toro consumer products are generally resold to approximately
6,000 independent retail dealers in the United States. Toro riding mowers and
lawn and garden tractors are sold primarily directly to approximately 2,500
retail service dealers throughout the United States, through distributors acting
as sales agents. Toro electrical home improvement products are sold primarily
to mass merchandisers.
The Company was incorporated in Minnesota in 1935 as the successor to a
business founded in 1914. It was reincorporated in Delaware in 1983. The
Company's executive offices are located at 8111 Lyndale Avenue South,
Bloomington, Minnesota 55420, telephone number (612) 888-8801. Unless the
context indicates otherwise, the term "Company" refers to The Toro Company and
its subsidiaries. The Company finances a significant portion of its receivables
through Toro Credit Company, its wholly owned consolidated finance subsidiary.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to each
Selling Stockholder for whom the Company is registering the Shares for resale to
the public. The Shares were issued by the Company in connection with the
acquisition of ICSS by means of the merger of NTN into ICSS. All the Selling
Stockholders were previously shareholders of ICSS, which had substantial
contacts and interaction with the Company, and was merged with a wholly owned
subsidiary of the Company on May 23, 1996. Each shareholder of ICSS owns less
than one percent (1%) of the issued and outstanding shares of the Company's
Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES OWNED AMOUNT TO BE
NAMES OF STOCKHOLDERS PRIOR TO OFFERING OFFERED
- -------------------------------------------------------------------------------- ----------------------- -------------
<S> <C> <C>
Cynthia H. Love(1)(2)........................................................... 27,747 27,747
Mark Breeding(3)................................................................ 18,887 18,887
Sue Jennings(4)................................................................. 11,925 10,825
Todd E. Scott................................................................... 266 266
Jay Beckett..................................................................... 266 266
Loreto Abellera................................................................. 666 666
William A. Fahey(5)............................................................. 1,465 1,465
Charles Childress(6)............................................................ 133 133
Robert E. King(6)............................................................... 133 133
Murphy Rhoads................................................................... 399 399
Paul Sorrels.................................................................... 2,331 2,331
Jeff Stewart(7)................................................................. 666 666
Jim Blagg(8).................................................................... 666 666
J. C. Causey(6)................................................................. 1,512 666
David Smith(6).................................................................. 266 266
Mark Shapiro.................................................................... 133 133
Robert H. Deegan(6)............................................................. 133 133
Mark L. Stockdale(6)............................................................ 133 133
Jay Scott Embry(6).............................................................. 133 133
Matthew Fahey(6)................................................................ 133 133
Mary L. Ondrusek(6)............................................................. 133 133
Steven Kahla(6)................................................................. 399 399
Joshua Levi Love(9)............................................................. 0 1,100
</TABLE>
- ------------------------
Assuming each Selling Stockholder sells all of the Shares registered on his
or her behalf pursuant to the Registration Statement, no Selling Stockholder
(other than J.C. Causey as to the 846 shares not subject to the offering unless
such shares are otherwise sold) would own any Shares of the Company after
completion of such an offering.
(1) Cynthia H. Love was the Chairman of the Board of ICSS until the merger of
NTN into ICSS. She is currently employed by the Company. Prior to the merger
of NTN into ICSS, she owned 40.9% of the ICSS common stock.
(2) Includes 1,100 Shares Cynthia H. Love holds as custodian for Amber Joy Love,
a minor.
(3) Mark Breeding was the Chief Executive Officer of ICSS until the merger of
NTN into ICSS. He is currently employed by ICSS. Prior to the merger of NTN
into ICSS, he owned 27.9% of the ICSS common stock.
(4) Prior to the merger of NTN into ICSS, Sue Jennings owned 17.62% of the ICSS
common stock.
(5) William A. Fahey was a Vice President of ICSS until the merger of NTN into
ICSS. He is currently employed by ICSS.
(6) Was an employee of ICSS prior to the merger of NTN into ICSS and continues
to be an employee of ICSS.
(7) Jeff Stewart was the Chief Financial Officer of ICSS until the merger of NTN
into ICSS. He is currently employed by ICSS.
(8) Jim Blagg was a Vice President of ICSS until the merge of NTN into ICSS. He
is currently employed by ICSS.
(9) Received 275 Shares as a gift from Sue Jennings and Cynthia H. Love, each,
effective December 31, 1996 and 275 Shares as a gift from Sue Jennings and
Cynthia H. Love, each, effective January 1, 1997.
4
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered by the Selling Stockholders may be sold from time to
time by the Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest of the Selling Stockholders, at their sole discretion.
Such sales may be made on the NYSE, in
5
<PAGE>
privately negotiated transactions or through sales to one or more dealers for
resale of such securities as principals, at prices and at terms then prevailing
or at prices related to the then current market price or at a negotiated price.
The Shares offered by the Selling Stockholders are not being underwritten. The
Company will not receive any proceeds from the sale of any Shares by the Selling
Stockholders.
In effecting sales, broker or dealers engaged by the Selling Stockholders
may arrange for other brokers or dealers to participate. Brokers or dealers
will receive commissions or discounts from the Selling Stockholder in amounts to
be negotiated immediately prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed "underwriters" within the
meaning of the Securities Act of 1933, as amended in connection with such sales.
In addition, any securities covered by this Prospectus which, in the future,
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
No brokers or dealers have been identified and no prior agreements exist,
to the best of the Company's knowledge, with any broker or dealer with regard to
the sale of the Shares.
LEGAL MATTERS
The legality of the Shares offered hereby is being passed upon for the
Company by Doherty, Rumble & Butler Professional Association, Minneapolis,
Minnesota, counsel to the Company.
EXPERTS
The financial statements and schedules incorporated herein and in the
registration statement by reference to the Annual Report on Form 10-K of the
Company have been audited by KPMG Peat Marwick LLP, independent public
accountants, and have been so incorporated in reliance on the reports of KPMG
Peat Marwick LLP and upon the authority of said firm as experts in accounting
and auditing. To the extent that KPMG Peat Marwick LLP audits and reports on
future financial statements and schedules of the Company and consents to the
use of their reports thereon, such financial statements and schedules will
also be incorporated by reference in the Registration Statement in reliance
upon their reports and said authority.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with this
Registration Statement. The Company will pay all expenses of the offering other
than broker-dealer commissions and fees to be paid by the Selling Stockholders.
All of such expenses are estimates, other than the filing fees payable to the
Securities and Exchange Commission.
Filing fee, Securities and Exchange Commission. . . . . . . . . . . . .$724
Transfer Agent's Fees Filing fee-Securities and Exchange Commission .$1,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . .$3,000
Miscellaneous expenses. . . . . . . . . . . . . . . . . . . . . . . .$1,500
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$6,224
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
empowers a corporation incorporated under the statute to indemnify its
directors, officers, employees and agents and its former directors, officers,
employees and agents and those who serve in such capacities with another
enterprise at the corporation's request against expenses (including attorneys'
fees), as well as judgments, fines and settlements, actually and reasonably
incurred by them in connection with any action, suit or proceeding in which they
or any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The power to
indemnify exists only where such officer, director, employee or agent has acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation and, in the case of a criminal
action, where such person had no reasonable cause to believe his conduct was
unlawful. Unless a court determines to the contrary, a corporation has no power
of indemnification in any action or suit by or in the right of the corporation,
where such person has been adjudged liable to the corporation. Indemnification
against expenses is mandatory to the extent a claim, issue or matter has been
successfully defended. Indemnification and advancement of expenses are not
deemed exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of stockholders or otherwise. A Delaware
corporation also has the power to purchase and maintain insurance on behalf of
any person it has the power to indemnify, whether or not indemnity against
liability would be allowed under the statute.
Section 1 of Article XI of the Registrant's Certificate of the
Incorporation provides, in accordance with Section 102(b)(7) of the Delaware
General Corporation Law, for the elimination or limitation of the personal
liability of a director to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director under certain circumstances.
Section 2 of Article XI of the Registrant's Certificate of Incorporation
mandates indemnification of a director or officer of Registrant or a person
serving at the request of the Registrant as a director, officer, employee or
agent of another entity to the fullest extent authorized by the Delaware General
Corporation Law against expenses, liability and loss and authorizes the Board to
express such rights in written contract.
The Registrant also maintains liability insurance policies which provide
for indemnification of a director or officer of Registrant or a person serving
at the request of the Registrant as a director, officer, employee or agent of
another entity against certain liabilities under certain circumstances.
II-1
<PAGE>
Item 16. EXHIBITS.
4 Specimen form of Common Stock certificate Incorporated by Reference
(incorporated by reference to Exhibit 4(c)
to Registrant's Registration Statement on
Form S-8, Registration No. 2-94417).
4.1 Certificate of Incorporation of the Incorporated by Reference
Registrant (incorporated by reference to
Exhibit 4.2 to Registrant's Registration
Statement on Form S-3, Registration
No. 33-16125.)
4.2 Certificate of Amendment to Certificate Incorporated by Reference
of Incorporation dated December 9, 1986
(incorporated by reference to Exhibit 3
to Registrant's Quarterly Report on Form
10-Q for the quarter ended January 30,
1987, Commission File No. 1-8649).
4.3 Certificate of Amendment to Certificate Incorporated by Reference
of Incorporation dated December 8, 1987
(incorporated by reference to Exhibit 3
to Registrant's Quarterly Report on Form
10-Q for the quarter ended January 29,
1988, Commission File No. 1-8649).
4.4 Bylaws of the Registrant (incorporated Incorporated by Reference
by reference to Exhibit 3.3 to Registrant's
Annual Report on Form 10-K for the year
ended July 31, 1991, Commission File
No. 1-8649).
4.5 Rights Agreement dated as of June 14, 1988, Incorporated by Reference
between the Registrant and Norwest Bank
Minnesota National Association, relating to
rights to purchase Series B Junior
Participating Voting Preferred Stock
(incorporated by reference to Exhibit 1 to
Registrant's Registration Statement on
Form 8-A dated June 17, 1988, Commission
File No. 1-8649, as amended from time to
time.)
5 Opinion of Doherty, Rumble & Butler *
Professional Association, regarding the
legality of the securities being
registered
23.1 Consent of KPMG Peat Marwick LLP. Filed herewith
23.2 Consent of Doherty, Rumble & Butler *
Professional Association (included in
Exhibit 5)
24 Powers of Attorney *
(contained in signature pages).
* Filed May 24, 1996.
Item 17. UNDERTAKINGS.
(a) Filings incorporating subsequent Securities Exchange Act 1934
documents by reference.
(1) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
II-2
<PAGE>
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(b) Rule 415 Offering.
(1) The undersigned Registrant hereby undertakes:
(A) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the Securities Act);
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (1)(A)(i) and (1)(A)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(B) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(C) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-3
<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 Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bloomington, State of
Minnesota, on this 13th day of February, 1997.
THE TORO COMPANY
By /s/ J. LAWRENCE MCINTYRE
------------------------------------
J. Lawrence McIntyre
VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
* Chairman of the Board,
- ------------------------------ Chief Executive Officer February 13, 1997
Kendrick B. Melrose and Director
*
- ------------------------------ Vice President Finance, February 13, 1997
Gerald T. Knight Chief Financial Officer
*
- ------------------------------ Vice President and February 13, 1997
Randy B. James Controller
*
- ------------------------------ Director February 13, 1997
Ronald O. Baukol
*
- ------------------------------ Director February 13, 1997
Robert C. Buhrmaster
*
- ------------------------------ Director February 13, 1997
Janet K. Cooper
*
- ------------------------------ Director February 13, 1997
Alex A. Meyer
*
- ------------------------------ Director February 13, 1997
Robert H. Nassau
*
- ------------------------------ Director February 13, 1997
Dale R. Olseth
*
- ------------------------------ Director February 13, 1997
Edwin H. Wingate
*By /s/ J. LAWRENCE
MCINTYRE
- ------------------------------
J. Lawrence McIntyre
ATTORNEY-IN-FACT
II-4
<PAGE>
EXHIBIT LIST
Exhibit Page
- ------- ----
4 Specimen form of Common Stock certificate (incorporated by reference
to Exhibit 4(c) to Registrant's Registration Statement on Form S-8,
Registration No. 2-94417) . . . . . . . . . . . . . . . . . . . . . .
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 4.2 to Registrant's Registration Statement on
Form S-3, Registration No. 33-16125). . . . . . . . . . . . . . . . .
4.2 Certificate of Amendment to Certificate of Incorporation dated
December 9, 1986 (incorporated by reference to Exhibit 3 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
January 30, 1987, Commission File No. 1-8649) . . . . . . . . . . . .
4.3 Certificate of Amendment to Certificate of Incorporation dated
December 8, 1987 (incorporated by reference to Exhibit 3 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
January 29, 1988, Commission File No. 1-8649) . . . . . . . . . . . .
4.4 Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to
Registrant's Annual Report on Form 10-K for the year ended July 31,
1991, Commission File No. 1-8649) . . . . . . . . . . . . . . . . . .
4.5 Rights Agreement dated as of June 14, 1988, between the Registrant and
Norwest Bank Minnesota National Association, relating to rights to
purchase Series B Junior Participating Voting Preferred Stock
(incorporated by reference to Exhibit 1 to Registrant's Registration
Statement on Form 8-A dated June 17, 1988, Commission File No. 1-8649,
as amended from time to time) . . . . . . . . . . . . . . . . . . . .
*5 Opinion of Doherty, Rumble & Butler, Professional Association,
regarding the legality of the securities being registered . . . . . .
23.1 Consent of KPMG Peat Marwick LLP. . . . . . . . . . . . . . . . . . .
*23.2 Consent of Doherty, Rumble & Butler Professional Association (included
in Exhibit 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*24 Powers of Attorney (contained in signature pages) . . . . . . . . . . . .
* Filed May 24, 1996.
II-5
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Toro Company:
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 13, 1997
