================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------------------------------------------------
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
------------------------------
CALCULATION OF FILING FEE
============================================== =================================
Transaction Value Amount of Filing Fee
---------------------------------------------- ---------------------------------
---------------------------------------------- ---------------------------------
Not applicable Not Applicable
============================================== =================================
[ ] 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: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
[X] 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: [ ]
================================================================================
[Toro Logo]
Investor Relations Media Relations
Stephen P. Wolfe Tom Larson Connie Hawkinson
Vice President, CFO Assistant Treasurer Toro Media Relations
(952) 887-8076 (952) 887-8449 (952) 887-8984, pr@toro.com
Web Site
www.thetorocompany.com
THE TORO COMPANY ANNOUNCES DUTCH AUCTION
TENDER OFFER TO REPURCHASE 2,500,000 OF ITS SHARES;
DECLARES REGULAR QUARTERLY CASH DIVIDEND
BLOOMINGTON, Minn., (March 12, 2004) - The Toro Company (NYSE: TTC) announced
today that its Board of Directors approved the repurchase of up to 2,500,000
shares of its common stock, through a Dutch auction self-tender offer. The
tender offer is expected to commence during the week of March 15, 2004 and
extend through mid-April. The tender offer price will range from $56.50 to
$60.00 per share, or a total of $141.3 million to $150.0 million if Toro
purchases the maximum number of shares. This price range represents a .3 to 6.6
percent premium to the $56.31 closing price per share as reported by the New
York Stock Exchange as of 4 p.m. ET on March 12, 2004.
The Dutch auction tender procedure allows stockholders to select the
price within the specified range at which each stockholder is willing to sell
all or a portion of its shares to Toro. Based on the number of shares tendered
and the prices specified by the tendering stockholders, Toro will determine the
lowest single per share price within the range that will allow it to buy
2,500,000 of its shares or such lesser number of shares as are properly
tendered. The tender offer will not be contingent upon any minimum number of
shares being tendered.
If the number of shares tendered is greater than the number sought,
Toro will select the lowest price within the stated range that will allow it to
buy 2,500,000 shares, with purchases generally to be made on a pro rata basis
for shareholders tendering at or below the purchase price. All shares that Toro
purchases in the tender offer will receive the same price. Toro reserves the
right, in its sole discretion, to increase the number of shares purchased,
subject to compliance with applicable law.
Toro will finance the tender offer from borrowings under its committed
credit facilities. The tender offer is not subject to the receipt of financing.
The tender offer is, however, subject to certain other customary conditions.
All of the shares that are properly tendered (and not properly
withdrawn) at prices at or below the purchase price determined by Toro will be
purchased at such purchase price, net to the seller in cash without interest, as
promptly as practical after the expiration of the tender offer, subject to any
withholding under applicable law, possible proration and provisions relating to
conditional tenders. In general, stockholders that own beneficially or of
record fewer than 100 shares in the aggregate may elect not to be subject to
proration if they properly tender all their shares at or below the purchase
price before the tender offer expires. Toro will promptly return to tendering
stockholders all shares that have been tendered and not purchased.
Toro's Board of Directors has authorized this tender offer as a prudent
use of financial resources given Toro's business, assets and current stock
price, and an efficient means to provide value to
-- more --
2--Toro Announces Dutch Auction Tender Offer
stockholders. The offer represents an opportunity for Toro to return cash to
stockholders who elect to tender their shares while at the same time increasing
non-tendering stockholders' proportional interest in Toro. Toro believes the
tender offer, if completed, will be accretive to earnings per share.
The Board also approved the repurchase in the open market or in
privately negotiated transactions, from time to time of an additional 1,000,000
shares in the aggregate, subject to a number of factors including Toro's
business and financial performance, general business and market conditions, and
other factors the Company may consider to be relevant.
Additionally, Toro's Board of Directors declared a regular quarterly
cash dividend of 6 cents per share, payable April 12, 2004 to stockholders of
record on March 22, 2004.
The Toro Company is a leading worldwide provider of outdoor maintenance and
beautification products for home, recreation and commercial landscapes.
###
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of Toro's common
stock. The solicitation of offers to buy shares of Toro common stock will only
be made pursuant to the offer to purchase and related materials that Toro will
send to its stockholders shortly. Stockholders should read those materials
carefully because they will contain important information, including the various
terms of, and conditions to, the tender offer. Stockholders will be able to
obtain the offer to purchase and related materials for free at the SEC's website
at www.sec.gov or from our information agent, Morrow & Co., Inc., by calling
(800) 607-0088. We urge stockholders to carefully read those materials prior to
making any decisions with respect to the tender offer.
SAFE HARBOR
Statements made in this news release, which are forward-looking, are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve risks and uncertainties.
These uncertainties include factors that affect all businesses operating in a
global market as well as matters specific to Toro. Particular risks and
uncertainties facing the company's overall financial position at the present
include the threat of further terrorist acts and war, which may result in
contraction of the U.S. and worldwide economies; slow growth rate in global and
domestic economies, resulting in rising unemployment and weakened consumer
confidence; our ability to achieve the goals for the "6+8" growth and profit
improvement program which is intended to improve our revenue growth and
after-tax return on sales; the company's ability to achieve sales growth and
double-digit diluted earnings per share growth in fiscal 2004; unforeseen
product quality problems in the development and production of new and existing
products; potential issues with moving production between facilities; increased
dependence on The Home Depot as a customer for the residential segment; reduced
government spending for grounds maintenance equipment due to reduced tax revenue
and tighter government budgets; elimination of shelf space for our products at
retailers; changes in raw material costs, including higher oil, steel and
aluminum prices; financial viability of distributors and dealers; governmental
restriction on water usage and water availability; market acceptance of existing
and new products; and increased and adverse
--more--
3--Toro Announces Dutch Auction Tender Offer
changes in currency exchange rates or raw material commodity prices and the
costs we incur in providing price support to international customers and
suppliers. In addition to the factors set forth in this paragraph, market,
economic, financial, competitive, weather, production and other factors
identified in Toro's quarterly and annual reports filed with the Securities and
Exchange Commission, could affect the forward-looking statements in this press
release. Toro undertakes no obligation to update forward-looking statements
made in this release to reflect events or circumstances after the date of this
statement.