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): June 24, 1997
THE TORO COMPANY
(Exact name of registrant as specified in its charter)
Delaware No. 1-8649 41-0580470
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
8111 Lyndale Avenue South
Bloomington, Minnesota 55420-1196
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 888-8801
Item 5. OTHER EVENTS.
On June 24, 1997, The Toro Company, a Delaware corporation (the
"Company"), closed the public offering of $75,000,000 aggregate principal
amount of its 7.125% Notes due June 15, 2007 (the "Notes") and $100,000,000
aggregate principal amount of its 7.80% Debentures due June 15, 2027 (the
"Debentures") under its registration statement on Form S-3 (No. 33-20901),
which became effective on June 10, 1997 (the "Registration Statement"). This
Current Report on Form 8-K is being filed for the purpose of filing as
exhibits the Underwriting Agreement, the Pricing Agreement, the Indenture,
the Officers' Certificate Establishing Terms of Debt Securities, the form of
Note and the form of Debenture listed in Item 7(c) hereof in connection with
the Registration Statement and the public offering of the Notes and the
Debentures.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1(a) Underwriting Agreement dated June 18, 1997 executed
by the Company (incorporated by reference to
Exhibit 1 to the Company's Registration Statement
on Form S-3 No. 333-20901).
1(b) Pricing Agreement dated June 18, 1997 between the
Company and Goldman, Sachs & Co., BancAmerica
Securities, Inc. and NationsBanc Capital Markets,
Inc. which incorporates the Underwriting Agreement
dated June 18, 1997 by reference.
4(a) Indenture dated as of January 31, 1997 between the
Company and First Trust National Association, as
Trustee.
4(b) Officers' Certificate Establishing Terms of Debt
Securities dated June 9, 1997 relating to the Notes
and the Debentures.
4(c) Form of Note (included as part of Exhibit 4(b)).
4(d) Form of Debenture (included as part of Exhibit 4(b)).
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TORO COMPANY
Date: June 27, 1997 By: /s/ J. LAWRENCE MCINTYRE
----------------------------
J. Lawrence McIntyre
Vice President, Secretary
and General Counsel
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
1(a) Underwriting Agreement dated June 18, 1997 executed by
the Company (incorporated by reference to Exhibit 1 to
the Company's Registration Statement on Form S-3 No.
333-20901).
1(b) Pricing Agreement dated June 18, 1997 between the
Company and Goldman, Sachs & Co., BancAmerica
Securities, Inc. and NationsBanc Capital Markets, Inc.
which incorporates the Underwriting Agreement dated
June 18, 1997 by reference.
4(a) Indenture dated as of January 31, 1997 between the
Company and First Trust National Association, as
Trustee.
4(b) Officers' Certificate Establishing Terms of Debt
Securities dated June 9, 1997 relating to the Notes and
the Debentures.
4(c) Form of Note (included as part of Exhibit 4(b)).
4(d) Form of Debenture (included as part of Exhibit 4(b)).
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