-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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) MARCH 12, 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 55420-1196 TELEPHONE NUMBER: (952) 888-8801 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Item 5. Other Events. On March 12, 2004, The Toro Company announced that its Board of Directors: (1) approved the repurchase of up to 2,500,000 shares of its common stock, through a Dutch auction self-tender offer, (2) approved the repurchase of up to an additional 1,000,000 shares of its common stock, in the open market or in private transactions, subject to certain conditions; and (3) declared a regular quarterly cash dividend of 6 cents per share to stockholders of record on March 22, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. -------------------------------------------------------------------------------- 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: March 12, 2004 By /s/ Stephen P. Wolfe ----------------------------------------- Stephen P. Wolfe Vice President Finance, Treasurer and Chief Financial Officer (duly authorized officer and principal financial officer) -------------------------------------------------------------------------------- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ----------------------------------------------------------- 99.1 Registrant's press release dated March 12, 2004 (furnished herewith).