Form 6-K
FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
450,
5th Street
Washington,
D.C. 20549
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of January, 2006.
The
Toronto-Dominion Bank
(Translation
of registrant's name into English)
c/o
General Counsel’s Office
P.O.
Box 1, Toronto Dominion Centre,
Toronto,
Ontario, M5K 1A2
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If
"Yes" is marked, indicate below the file number assigned to the registrant
in
connection with Rule 12g3-2(b): 82-
FORM
6-K
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, thereunto
duly authorized.
| |
THE
TORONTO-DOMINION BANK
|
| |
|
|
|
| |
|
|
|
|
DATE: January
5, 2006
|
By:
|
/s/
Rasha El Sissi
|
| |
|
Name:
|
Rasha
El Sissi
|
| |
|
Title:
|
Associate
Vice President, Legal
|
TD
Bank Financial Group Pleased with Positive Ameritrade Shareholder Voting
Results
January
5, 2006, Toronto: TD Bank Financial Group (TDBFG) is pleased with the results
of
the Ameritrade shareholder vote held yesterday, in which shareholders approved
the proposals necessary to complete the acquisition of TD Waterhouse USA
by
Ameritrade Holding Corporation to create TD Ameritrade. In connection with
the
transaction, TD Waterhouse Canada will also acquire Ameritrade’s Canadian
brokerage operations. The deal is expected to close on January 24th,
2006.
“We
are pleased that Ameritrade shareholders strongly supported the proposed
transaction. The new TD Ameritrade will be a powerful industry leader whose
expertise will deliver an even stronger client-focused offer,” said Ed Clark,
President and CEO, TD Bank Financial Group. “For TD shareholders, this is an
excellent complement to TD’s U.S. personal and commercial banking operations of
TD Banknorth and extends our opportunities for further growth in the U.S.,” he
added.
Under
the terms of the shareholders agreement for this transaction, following
completion of the transaction TD is required to tender for approximately
7.9% of
the outstanding Ameritrade shares at a price of at least USD $16 per share
which, if successful, would bring TD’s ownership of the new TD Ameritrade to
39.9%, the maximum currently allowable under the terms of the deal.
“At
the time the transaction was initiated, we wanted to add value to the deal
by
agreeing to offer to buy shares at what was a premium to market at the time.
Clearly, the market has been supportive of this transaction as witnessed
by the
increase in the Ameritrade stock price,” noted Clark. “At present, we don’t
intend to offer more than USD $16 per share. Once TD has fulfilled this
obligation, we will be free to buy shares in the market place up to 39.9%,
as
appropriate,” he added.
Under
the terms of the transaction, TDBFG will be represented by 5 directors on
the
new 12 member TD Ameritrade board of directors, which allows TD to actively
contribute to TD Ameritrade’s strategic direction as it grows and strengthens
the TD brand in the U.S. The five directors will be:
| · |
Ed
Clark, President and CEO, TD Bank Financial
Group
|
| · |
Marshall
Cohen, member, TDBFG Board of Directors
|
| · |
Dan
Marinangeli, Executive Vice President, Corporate Development,
TDBFG
|
| · |
Bill
Prezzano, member, TDBFG Board of
Directors
|
| · |
Fred
Tomczyk, Vice Chair, Corporate Operations,
TDBFG
|
About
TD Bank Financial Group
The
Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank
Financial Group. TD Bank Financial Group serves more than 14 million customers
in four key businesses operating in a number of locations in key financial
centres around the
globe: Canadian Personal and Commercial Banking including TD Canada Trust;
Wealth
Management including TD Waterhouse; Wholesale Banking, including
TD
Securities;
and U.S. Personal and Commercial Banking through TD Banknorth. TD Bank
Financial Group also ranks among the world's leading on-line financial services
firms, with more than 4.5 million on-line customers. TD Bank Financial Group
had
CDN$365 billion in assets, as of October 31, 2005. The Toronto-Dominion Bank
trades on the Toronto and New York Stock Exchanges under the symbol
"TD".
The
tender offer for outstanding shares of Ameritrade common stock described
above
has not commenced. At the time the tender offer is commenced, The
Toronto-Dominion Bank will file a tender offer statement on Schedule TO with
the
U.S. Securities and Exchange Commission, or SEC, and Ameritrade will file
a
solicitation/recommendation statement on Schedule 14D-9. The tender offer
statement (including an offer to purchase, a related letter of transmittal
and
other offer documents) and the solicitation/recommendation statement will
contain important information that Ameritrade's security holders should read
carefully before any decision is made with respect to the tender offer. Those
materials will be made available to Ameritrade's security holders at no expense
to them. In addition, all of those materials (and all other offer documents
filed with the SEC in connection with the tender offer) will be available
at no
charge on the SEC's web site at www.sec.gov or by directing a request to
The
Toronto-Dominion Bank, c/o TD Bank Financial Group, 66 Wellington Street
West,
Toronto, ON M5K 1A2, Attention: Investor Relations (416) 308-9030.
-30-
For
more information:
Dianne
Salt
TD
Bank Financial Group
(416)
308-6807