SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 20, 1998
THE TORO COMPANY
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(Exact name of registrant as specified in charter)
Delaware
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State or other jurisdiction
of incorporation)
1-8649 41-0580470
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(Commission File No.) (IRS employer
identification no.)
8111 Lyndale Avenue South, Bloomington, Minnesota 55420
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 888-8801
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
Introduction
On May 20, 1998, the Board of Directors of The Toro Company
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $1.00 per share,
of the Company (the "Common Shares"). The dividend is payable at the close of
business on June 14, 1998 (the "Record Date") to the stockholders of record on
that date. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of May 20, 1998, between the
Company and Norwest Bank of Minnesota, N.A., as Rights Agent (the "Rights
Agent").
Purchase Price
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series B Junior Participating Voting
Preferred Stock, par value $1.00 per share, of the Company (the "Preferred
Shares") at a price of $180 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment.
Flip-In
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person (as defined below), each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
exercise price of the Right.
Flip-Over
If the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, each
holder of a Right (other than the Acquiring Person) will thereafter have the
right to receive, upon exercise thereof, that number of shares of common stock
of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
Transfer and Detachment
Until the Distribution Date (as defined below), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of this Summary of Rights attached thereto. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares, and transfer of those certificates will
also constitute transfer of the Rights.
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As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
Distribution Date
The Distribution Date is the earlier of:
(i) 10 days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") have
acquired beneficial ownership of 15% or more of the outstanding Common
Shares; or
(ii) 10 business days (or such later date as may be determined
by action of the Board of Directors prior to such time as any person or
group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the
outstanding Common Shares.
Exercisability
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on June 14, 2008 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case, as
described below.
Adjustments
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution in the event of
stock dividends, stock splits, reclassifications or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the number
of one one-hundredths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment if, prior to the Distribution Date, there is a
stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
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Preferred Shares
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
The value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should, because of the nature of
the Preferred Shares' dividend, liquidation and voting rights, approximate the
value of one Common Share.
Exchange
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by the Acquiring Person, which will
have become void), in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a Preferred Share per Right (subject to
adjustment).
Redemption
At any time prior to the time any person becomes an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time on such basis with
such conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
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Amendments
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower certain thresholds described above to not less
than the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Rights as Holders
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Further Information
A copy of the Rights Agreement and the related press release
issued by the Company on May 20, 1998 are filed as Exhibits 1 and 2 hereto and
are incorporated herein by reference. The foregoing summary description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
(1) Rights Agreement, dated as of May 20, 1998,
between The Toro Company and Norwest Bank of
Minnesota, N.A., which includes the form of
Certificate of Designation of the Preferred
Shares as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of
Rights as Exhibit C.
(2) Press Release dated May 20, 1998, issued by The
Toro Company.
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SIGNATURE
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 thereunto duly authorized.
THE TORO COMPANY
By: /s/ J. Lawrence McIntyre
Name: J. Lawrence McIntyre
Title: Vice President, Secretary
and General Counsel
Dated: May 27, 1998
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page Number
(1) Rights Agreement, dated as of May 20, 1998, between The Toro
Company and Norwest Bank of Minnesota, N.A., which includes
the form of Certificate of Designation of the Preferred Shares
as Exhibit A, the form of Right Certificate as Exhibit B and
the Summary of Rights as Exhibit C.
(2) Press Release dated May 20, 1998, issued by The Toro Company.
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