TORO CO TTC

election_required = True...0 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, we 1 Table of Contents will purchase all of your shares without subjecting them to the proration procedure. See Section 1. How will Toro pay for the shares? We anticipate that we will obtain all of the funds necessary to purchase shares tendered in the tender offer, and to pay related fees and expenses, through available borrowings unde...

expiry = 2004-04-14...the Associated Preferred Stock Purchase Rights) At a Purchase Price Not Greater Than $60.00 Nor Less Than $56.50 Per Share by The Toro Company THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, APRIL 14, 2004, UNLESS TORO EXTENDS THE TENDER OFFER. The Toro Company, a Delaware corporation (“Toro”), is offering to purchase for cash up to 2,500,000 shares of its common stock, including the associated preferred stock purchase rights issued under th...

listed = True...r all of the shares issued upon such exercise. As of March 10, 2004, we had issued and outstanding 24,207,860 shares. The 2,500,000 shares that we are offering to purchase represent approximately 10.3% of the shares then outstanding. The shares are listed and traded on the NYSE under the symbol “TTC.” See Section 8. We urge stockholders to obtain current market quotations for the shares. THE TENDER OFFER 1. Number of Shares; Proration. General. Upon the terms and subject to the conditions of the tender offer, Toro will purchase 2,500,000 shares, or such fewer number of shares as are properly tendered and not pr...

must_tender_all = True...any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. We may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures. Section 14 of this offer to purchase describes vari...

price = USD 56.5-60.0...erred to in the preceding sentence in the manner provided in Section 10. 9. Source and Amount of Funds. Assuming that 2,500,000 shares are purchased in the tender offer at a price between $56.50 and $60.00 per share, the aggregate purchase price will be between approximately $141.3 million and $150.0 million. Toro expects that its related fees and expenses for the tender offer will be approximately $1.0 million. Toro anticipates th...

threshold = 100...“odd lots” (lots held by owners of less than 100 shares), which we will purchase on a priority basis as described in the immediately following paragraph and except for shares that were conditionally tendered and for which the condition was not satisfied. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, we 1 Table of Con...

txn_type = TENDER_OFFEREX-99.A.1.A 3 y95223exv99waw1wa.htm OFFER TO PURCHASE OFFER TO PURCHASE Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash Up to 2,500,000 Shares of its Common Stock (Including the Associated Preferred Stock Purchase Rights) At a Purchase Price Not Greater Than $60.00 Nor Less Than $56.50 Per Share by The Toro Company THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL...