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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 27, 2004
THE TORO COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-8649 41-0580470
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
8111 LYNDALE AVENUE SOUTH
BLOOMINGTON, MINNESOTA 55420
TELEPHONE NUMBER: (952) 888-8801
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
The Toro Company ("Toro") has elected to change
administrative service providers for The Toro Company Investment,
Savings, and Employee Stock Ownership Plan and The Toro Company
Profit Sharing Plan for Plymouth Union Employees; and Hahn Equipment
Co., a wholly owned subsidiary of Toro, has elected to change
administrative service providers for The Hahn Equipment Co. Savings
Plan for Union Employees. As a result of these changes, there will be
a blackout period in which participants under these plans temporarily
will be unable to engage in transactions involving Toro common stock,
par value $1.00 per share, and related preferred share purchase
rights, or associated derivative securities, held in their individual
accounts. During the blackout period, participants under these plans
will not be able to change investments of their contributions,
reallocate investments of existing balances in their individual
accounts, or obtain distributions. The blackout period is expected to
begin on August 30, 2004 and end on September 7, 2004. Toro received
notice of the blackout period from each of the administrators under
the plans pursuant to Section 101(i)(2)(E) of the Employment
Retirement Income Security Act of 1974 on July 27, 2004.
Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002
and Rule 104 (b) (2) (i) (B) of the Securities and Exchange
Commission's Regulation BTR, on July 27, 2004, Toro provided written
notice of the upcoming blackout period to its directors and executive
officers notifying them that during the blackout period, they may
not, directly or indirectly, purchase, sell or otherwise acquire or
transfer any shares of Toro common stock and related preferred share
purchase rights, or associated derivative securities, if those
securities were acquired in connection with their service or
employment as a director or executive officer of Toro. A copy of the
notice provided to Toro's directors and executive officers is
attached as Exhibit 99.1 to this Current Report on Form 8-K, and
incorporated herein by reference.
The person designated by Toro to respond to inquiries about
the blackout period is J. Lawrence McIntyre, Vice President,
Secretary and General Counsel, The Toro Company, 8111 Lyndale Avenue
South, Bloomington, Minnesota 55420, (952) 887-8059.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE TORO COMPANY
(Registrant)
Date: July 27, 2004 By /s/ J. Lawrence McIntyre
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J. Lawrence McIntyre
Vice President, Secretary and
General Counsel
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
99.1 Notice to Board of Directors and Executive Officers of The Toro
Company Regarding Upcoming Blackout Period Under Employee Benefit
Plans