UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 22, 2006
TD AMERITRADE Holding Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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0-49992
(Commission File
Number)
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82-0543156
(I.R.S. Employer
Identification Number) |
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4211 South 102nd Street
Omaha, Nebraska
(Address of principal executive offices)
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68127
(Zip Code) |
Registrant’s telephone number, including area code: (402) 331-7856
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-(c)) |
Item 1.01 Entry Into a Material Definitive Agreement.
On February 22, 2006, TD AMERITRADE Holding Corporation (“TD AMERITRADE”) entered into Amendment
No. 1 to the Stockholders Agreement, dated as of June 22, 2005, among TD AMERITRADE, The
Toronto-Dominion Bank (“TD”) and certain other stockholders of TD AMERITRADE (the “Stockholders
Agreement”). Pursuant to the Stockholders Agreement, among other things, TD (or its permitted
designee) agreed to commence (or caused to be commenced) a cash tender offer (the “Tender Offer”)
at a price not less than $16.00 per share of common stock of TD AMERITRADE promptly following the
closing of the acquisition by TD AMERITRADE of the United States retail brokerage business of TD
Waterhouse Group, Inc. (the “Acquisition”).
Pursuant to Amendment No. 1 to the Stockholders Agreement, in lieu of the Tender Offer, TD has
agreed to acquire 15 million shares of common stock of TD AMERITRADE over a period of 6 months by
means of open market purchases in compliance with Rule 10b-18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). To complete these purchases, TD has indicated that it
intends to adopt one or more stock purchase plans designed to comply with Rule 10b5-1 of the
Exchange Act and TD AMERITRADE’s policies regarding stock
transactions. TD’s open market purchases may include block
trades, but TD will purchase at least 7.5 million shares
pursuant to the regular daily volume limitation under
Rule 10b-18 of 25 percent of TD AMERITRADE’s average daily
trading volume (measured in accordance with Rule 10b-18), as
opposed to the once-a-week “block purchase” exception
permitted by Rule 10b-18.
As purchases by TD (and/or its wholly-owned subsidiaries) are executed in the future, they will be
reported by TD in accordance with federal securities laws.
In the Acquisition, TD received 196,300,000 shares of common stock of TD AMERITRADE, which
represent approximately 32.5 percent of TD AMERITRADE’s outstanding voting securities. As
previously reported and described in TD AMERITRADE’s definitive proxy statement filed on January
30, 2006, in connection with the Acquisition, TD and TD AMERITRADE became party to a series of
agreements.
The form
of Amendment No. 1 to the Stockholders Agreement is attached hereto as Exhibit 10.1 to this Current
Report on Form 8-K.
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On February 23, 2006, TD AMERITRADE provided an updated notice to its directors and executive
officers that, as a result of Amendment No. 1 of the Stockholders Agreement, the blackout period
with respect to the Ameritrade Holding Corporation Associates 401(k) Plan (the “401(k) Plan”) that
would have been in effect in the event 50 percent or more of the participants in the 401(k) Plan who hold
shares of TD AMERITRADE common stock in their 401(k) Plan accounts had accepted the Tender Offer
will not be imposed.
A copy of the notice is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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Form of Amendment No. 1 to the Stockholders Agreement among TD AMERITRADE, TD
and certain other stockholders of TD AMERITRADE, dated February 22, 2006 |
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99.1 |
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Updated Notice to Directors and Executive Officers Regarding Plan Blackout Period |