Exhibit (a)(1)(H)
MEMORANDUM
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DATE: March 19, 2004
TO: All Toro Employees
FROM: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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SUBJECT: TENDER OFFER FOR TORO STOCK
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By now most of you have read the announcement that the Company is conducting a
Dutch Auction Self Tender Offer to purchase up to 2,500,000 shares of Toro stock
for a price that Toro will determine between $56.50 and $60.00 per share. All
shares that Toro purchases under the Tender Offer will be purchased at the same
price. As a stockholder and as a participant in a Toro retirement plan which
owns Toro stock, you will be receiving in the mail a number of legal documents
in connection with the Tender Offer including:
o the formal Offer to Purchase
o a Letter of Transmittal for stockholders of record to use
to tender shares to the depository, ▇▇▇▇▇ Fargo Bank
o a Form of Notice of Guaranteed Delivery to be used by some
stockholders
o a cover letter from me addressed to our stockholders
o a letter to participants in Toro retirement plans
o an election form for retirement plan participants
o questions and answers about the Tender Offer for retirement
plan participants
Depending on whether you are a stockholder directly or only through the
retirement plans, you will receive some or all of the above documents. You may
receive multiple copies of materials, depending on how you are listed on our
stock transfer agent's records. Keep in mind, you are not receiving these
documents because you are a Toro employee but, rather, because you are a
stockholder.
Toro's Board of Directors authorized this tender offer as a prudent use of
financial resources given Toro's business, assets and current stock price, and
as an efficient means to provide value to stockholders. The offer represents an
opportunity for ▇▇▇▇ to return cash to stockholders who elect to tender their
shares while at the same time increasing non-tendering stockholders'
proportional interest in Toro. Board members and the executive officers have
indicated they will not tender any shares during the Auction and I will not be
tendering my shares either.
Employee stock ownership is a key link in your relationship with The Toro
Company and provides you with an opportunity to reap potential long-term rewards
from you efforts. However, the Tender Offer is an opportunity for all
stockholders to tender their shares - including employees who own stock directly
or indirectly through their retirement plans. ▇▇▇▇ has amended the terms of the
retirement plans to permit (during the period of the tender offer) participants
to direct the tender of any Toro stock held in their retirement account, whether
or not vested or otherwise restricted. We make no recommendations to you as to
whether you should tender or not tender your shares. It is your right and
responsibility to make the decision that is most appropriate for you.
If you have any questions about the Tender Offer or the documents that arrive in
the mail, you may contact ▇▇▇ ▇▇▇▇▇▇, Assistant Treasurer at (▇▇▇) ▇▇▇-▇▇▇▇.
* * *
This memorandum is for informational purposes only and does not constitute
an offer to buy or the solicitation of an offer to sell shares of The Toro
Company. The tender offer is being made only pursuant to the offer to purchase
and related materials that Toro has distributed to its stockholders.
Stockholders should read the offer to purchase and the related materials
carefully because they contain important information. Stockholders are able to
obtain a free copy of the Tender Offer Statement on Schedule TO, the offer to
purchase and other docuemnts that ▇▇▇▇ has filed with the Securities Exchange
Commission at the Commission's website at ▇▇▇.▇▇▇.▇▇▇. Stockholders may also
obtain a copy of these documents, without charge, from ▇▇▇▇▇▇ & Co., Inc., the
information agent for the tender offer, toll free at (▇▇▇) ▇▇▇-▇▇▇▇.
