defa14a
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
|
|
|
Filed by the Registrant
x |
|
Filed by a Party other than the Registrant
o |
|
|
Check the appropriate box: |
|
|
|
o Preliminary Proxy Statement |
|
o
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
|
o Definitive Proxy Statement |
|
o Definitive Additional Materials |
|
x
Soliciting Material Pursuant to §240.14a-12 |
AMERITRADE HOLDING
CORPORATION
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
x No fee required. |
|
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
|
|
|
1) Title of each class of securities to which transaction applies: |
|
|
|
2) Aggregate number of securities to which transaction applies: |
|
|
|
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
|
|
|
4) Proposed maximum aggregate value of transaction: |
|
|
|
o Fee paid previously with preliminary materials. |
|
|
|
o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
|
|
|
1) Amount Previously Paid: |
|
|
|
2) Form, Schedule or Registration Statement No.: |
|
|
|
Filed by Ameritrade Holding Corporation
Pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Ameritrade Holding Corporation
Commission File No.: 000-49992 |
This filing consists of
communications sent by Ameritrade Holding Corporation to its
different customers on October 13, 2005.
The future of trading and
investing is near.
A special update and invitation for you...
Our acquisition of the U.S. brokerage business of TD Waterhouse is proceeding right on track. As we
bring our two companies together to create TD Ameritrade, well be bringing you an expanded
investing and trading experience, with a comprehensive suite of financial services and easier
access to all of the markets potential. Soon, as a client of TD Ameritrade, youll have even more
of the tools, choices and resources you need to help you spot and seize market opportunities.
Heres the latest news.
We filed our preliminary proxy statement with the Securities and Exchange Commission on September
12, 2005 and are in the process of satisfying all other necessary regulatory filings and legal
requirements. With everything progressing as planned, we expect the transaction to close by early
2006. At that time, we will be able to share with you our specific plans for TD Ameritrade. Right
now, please continue to use your accounts and services just as you always have. We will continue to
keep you informed of our progress and post updates on our Web site.
Your input would be much appreciated.
As an Ameritrade Apex client, you are invited to become a member of our Client Insight
Group. Through a series of three to four 15-minute surveys, conducted online or by
telephone, youll have an opportunity to provide your thoughts and feedback about the tools
and services you believe can help you make the most of your TD Ameritrade relationship. To
be part of our Client Insight Group, accept this invitation by October 21, 2005.
Also, feel free to e-mail me at anytime with suggestions or questions at JoeM@Ameritrade.com.
Thank you for your business. We value your loyalty and your input, and look forward to bringing you
the future of trading and investing very soon.
Sincerely,
Joe Moglia
Chief Executive Officer
Ameritrade Holding Corporation
Ameritrade understands the importance of protecting your privacy. If you do not wish to receive
news about new and valuable services in the future, please visit our unsubscribe page.
Additional Information and Where to Find It
In connection with the proposed transaction, Ameritrade filed a preliminary proxy statement
concerning the transaction with the Securities and Exchange Commission (SEC) on September 12,
2005. Ameritrade will also file a definitive proxy statement and relevant documents with the SEC in
connection with the proposed transaction. SECURITY HOLDERS OF AMERITRADE ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can
obtain free copies of the definitive proxy statement and other documents when they become available
by contacting Investor Relations at www.amtd.com, or by mail at Ameritrade Investor
Relations, 4211 S. 102 Street, Omaha, NE 68127, or by telephone: 800-237-8692. In addition, documents filed with the SEC by Ameritrade are available free
of charge at the SECs web site at www.sec.gov.
Ameritrade Holding Corporation, The Toronto-Dominion Bank, and their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of Ameritrade in connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the proposed transaction is included
in the preliminary proxy statement of Ameritrade described above. This document is available free
of charge at the SECs web site at www.sec.gov and from Investor Relations at Ameritrade as
described above. Information regarding The Toronto-Dominion Banks directors and executive officers
is available in its Annual Report on Form 40-F for the year ended October 31, 2004, which was filed
with the SEC on December 13, 2004, and in its notice of annual meeting and proxy circular for its
2005 annual meeting, which was filed with the SEC on February 17, 2005. These documents are
available free of charge at the SECs web site at www.sec.gov.
TD Waterhouse Investor Services, Inc. and its affiliated clearing firm, National Investor Services
Corp., are members NYSE/SIPC and subsidiaries of TD Waterhouse Group, Inc., which is itself a
subsidiary of The Toronto-Dominion Bank.
Market volatility, volume and system availability may delay account access and trade executions.
Ameritrade, Inc., member NASD/SIPC is a subsidiary of Ameritrade Holding Corporation.
Ameritrade and logo are a registered trademark and trademarks of Ameritrade IP Company, Inc.
ã2005 Ameritrade IP Company, Inc. All rights reserved. Used with permission.
ATI 1579 EM 10/05
The future of trading and
investing is near.
A special update for you...
Our acquisition of the U.S. brokerage business of TD Waterhouse is proceeding right on track. As we
bring our two companies together to create TD Ameritrade, well be bringing you an expanded
investing and trading experience, with a comprehensive suite of financial services and easier
access to all of the markets potential. Soon, as a client of TD Ameritrade, youll have even more
of the tools, choices and resources you need to help you spot and seize market opportunities.
Heres the latest news.
We filed our preliminary proxy statement with the Securities and Exchange Commission on September
12, 2005 and are in the process of satisfying all other necessary regulatory filings and legal
requirements. With everything progressing as planned, we expect the transaction to close by early
2006. At that time, we will be able to share with you our specific plans for TD Ameritrade. Right
now, please continue to use your accounts and services just as you always have. We will continue to
keep you informed of our progress and post updates on our Web site.
Also, feel free to e-mail me at anytime with suggestions or questions at JoeM@Ameritrade.com.
Thank you for your business. We value your loyalty and your input, and look forward to bringing you
the future of trading and investing very soon.
Sincerely,
Joe Moglia
Chief Executive Officer
Ameritrade Holding Corporation
Ameritrade understands the importance of protecting your privacy. If you do not wish to receive
news about new and valuable services in the future, please visit our unsubscribe page.
Additional Information and Where to Find It
In connection with the proposed transaction, Ameritrade filed a preliminary proxy statement
concerning the transaction with the Securities and Exchange Commission (SEC) on September 12,
2005. Ameritrade will also file a definitive proxy statement and relevant documents with the SEC in
connection with the proposed transaction. SECURITY HOLDERS OF AMERITRADE ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can
obtain free copies of the definitive proxy statement and other documents when they become available
by contacting Investor Relations at www.amtd.com, or by mail at Ameritrade Investor
Relations, 4211 S. 102 Street, Omaha, NE 68127, or by telephone: 800-237-8692. In addition, documents filed with the SEC by Ameritrade are available free
of charge at the SECs web site at www.sec.gov.
Ameritrade Holding Corporation, The Toronto-Dominion Bank, and their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of Ameritrade in connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the proposed transaction is included
in the preliminary proxy statement of Ameritrade described above. This document is available free
of charge at the SECs web site at www.sec.gov and from Investor Relations at Ameritrade as
described above. Information regarding The Toronto-Dominion Banks directors and executive officers
is available in its Annual Report on Form 40-F for the year ended October 31, 2004, which was filed
with the SEC on December 13, 2004, and in its notice of annual meeting and proxy circular for its
2005 annual meeting, which was filed with the SEC on February 17, 2005. These documents are
available free of charge at the SECs web site at www.sec.gov.
TD Waterhouse Investor Services, Inc. and its affiliated clearing firm, National Investor Services
Corp., are members NYSE/SIPC and subsidiaries of TD Waterhouse Group, Inc., which is itself a
subsidiary of The Toronto-Dominion Bank.
Market volatility volume and system availability may delay trade executions and system access.
Ameritrade, Inc., member NASD/SIPC is a subsidiary of Ameritrade Holding Corporation.
Ameritrade and logo are trademark or registered trademarks of Ameritrade IP Company, Inc.
ã2005 Ameritrade IP Company, Inc. All rights reserved. Used with permission.
ATI 1580 EM 10/05
The future of trading and
investing is near.
A special update for you...
Our acquisition of the U.S. brokerage business of TD Waterhouse is proceeding right on track. As we
bring our two companies together to create TD Ameritrade, well be bringing you an expanded
investing and trading experience, with a comprehensive suite of financial services and easier
access to all of the markets potential. Soon, as a client of TD Ameritrade, youll have even more
of the tools, choices and resources you need to help you spot and seize market opportunities.
Heres the latest news.
We filed our preliminary proxy statement with the Securities and Exchange Commission on September
12, 2005 and are in the process of satisfying all other necessary regulatory filings and legal
requirements. With everything progressing as planned, we expect the transaction to close by early
2006. At that time, we will be able to share with you our specific plans for TD Ameritrade. Right
now, please continue to use your accounts and services just as you always have. We will continue to
keep you informed of our progress and post updates on our Web site.
Also, feel free to e-mail me at anytime with suggestions or questions at JoeM@Ameritrade.com.
Thank you for your business. We value your loyalty and your input, and look forward to bringing you
the future of trading and investing very soon.
Sincerely,
Joe Moglia
Chief Executive Officer
Ameritrade Holding Corporation
Additional Information and Where to Find It
In connection with the proposed transaction, Ameritrade filed a preliminary proxy statement
concerning the transaction with the Securities and Exchange Commission (SEC) on September 12,
2005. Ameritrade will also file a definitive proxy statement and relevant documents with the SEC in
connection with the proposed transaction. SECURITY HOLDERS OF AMERITRADE ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can
obtain free copies of the definitive proxy statement and other documents when they become available
by contacting Investor Relations at www.amtd.com, or by mail at Ameritrade Investor
Relations, 4211 S. 102 Street, Omaha, NE 68127, or by telephone: 800-237-8692. In addition, documents filed with the SEC by Ameritrade are available free
of charge at the SECs web site at www.sec.gov.
Ameritrade Holding Corporation, The Toronto-Dominion Bank, and their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of Ameritrade in connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the proposed transaction is included
in the preliminary proxy statement of Ameritrade described above. This document is available free
of charge at the SECs web site at www.sec.gov and from Investor Relations at Ameritrade as
described above. Information regarding The Toronto-Dominion Banks directors and executive officers
is available in its Annual Report on Form 40-F for the year ended October 31, 2004, which was filed
with the SEC on December 13, 2004, and in its notice of annual meeting and proxy circular for its
2005 annual meeting, which was filed with the SEC on February 17, 2005. These documents are
available free of charge at the SECs web site at www.sec.gov
Ameritrade, Inc., member NASD/SIPC is a subsidiary of Ameritrade Holding Corporation.
Ameritrade and logo are a registered trademark and trademarks of Ameritrade IP Company, Inc. Used
with permission. ã 2005 Ameritrade IP Company. All rights reserved.
ATIZ 1580 EM 10/05
Frequently Asked Questions
Q: What effect will the combination of Ameritrade and TD Waterhouse have on me as an
Ameritrade client?
A: Ameritrade and TD Waterhouse feel we can better serve our clients as a new
combined entity. This transaction allows us to combine the powerful online trading tools, advanced
technology, and 24/7 service you expect from Ameritrade, with the extensive branch network,
personalized investment services and financial advice that TD Waterhouse offers.
Q: What kinds of changes are going to happen to my account, commissions and services?
A: There will
be no changes until the acquisition has been completed. We estimate that the transaction will be
completed by early 2006. There will be no change in your account before then.
Q: When will you know if there will be changes?
A: There will be no information about these changes until after the transaction has closed in early
2006. We will notify you in advance of any changes to your account.
Q: When do you think changes will occur?
A: We anticipate completing the transaction by early 2006. There will be no changes until after
that time and we will contact you in writing, well in advance.
Q: How will I be informed of any changes?
A: Well keep you informed. Youll always find the latest
acquisition news on this Web site, and if any changes to your account are going to be made, well
contact you in writing regarding the details. To ensure you get all information as quickly as
possible, please update your e-mail address.
Q: Will I be able to purchase AmeritradeÒ products at a local TD Waterhouse branch?
A: TD Waterhouse branches will continue to sell and service only TD Waterhouse products until
Ameritrade and TD Waterhouse are integrated under the TD Ameritrade name.
Q: Is there anything I need to do now?
A: No. Your relationship, commissions and services are
unchanged.
Q: Will the features, terms and conditions of my account remain in effect?
A: Yes. Your account
terms and conditions, privacy policy, commissions, rates and fees etc. remain in effect unless we
notify you of any specific changes that will affect your account. To ensure you get all the related
information, please update your e-mail address.
Q: What if I need to contact Client Services will I be able to go to a TD Waterhouse branch?
A: Please continue to contact Client Services by e-mail or phone 24/7. Although we are very eager to
offer our clients added branch access, that service will not be available until after the
acquisition is completed.
Q: Can I expect the same level of execution quality I get today?
A: There will be no change to the routing and execution of your orders at this time. Ameritrade
prides itself in quality execution and offers a 5 Second guarantee. We will continue to seek best
execution on your trades.*
Q: Who is TD Waterhouse?
A: Marking 150 years of service to Canadians in 2005, The Toronto-Dominion Bank and its
subsidiaries (including TD Waterhouse Group, Inc.) 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 centers around the globe. TD Bank Financial
Group also ranks among the worlds leading on-line financial services firms, with more than 4.5
million online clients. The Toronto-Dominion Bank trades on the Toronto and New York Stock
Exchanges under the symbol TD. TD Waterhouse Discount Brokerage, TD Waterhouse Financial
Planning, and TD Waterhouse Private Investment Advice are divisions of TD Waterhouse Canada Inc., a
subsidiary of The Toronto-Dominion Bank. For more information please visit www.td.com.
Q: Why is the company being named TD Ameritrade if Ameritrade is buying TD Waterhouse?
A: The Toronto-Dominion Bank will be the largest single shareholder of Ameritrade after the sale
closes. The new name is in recognition of that relationship.
Q: Who will CEO of TD Ameritrade once the transaction is finalized?
A: Joe Moglia will be the CEO of the company, reporting to the Board of Directors of TD Ameritrade.
Q: If I want to transfer my account to Ameritrade from TD Waterhouse, can I do so?
A: Ameritrade and TD Waterhouse remain in direct competition with each other until the transaction
is completed. If during that time you make an independent decision to transfer from one firm to
another that is your choice. If you choose to remain at your current firm and the transaction is
finalized, you will avoid the inconvenience of transfer and enjoy the benefits of TD Ameritrade
taking care of all the details for you when the time comes.
Q: Is TD Waterhouse being bought because it is in financial trouble?
A: No. The combination of TD Waterhouse and Ameritrade will create a very competitive entity,
providing clients with an even better mix of products, service and value in the financial services
industry.
* The Ameritrade 5-Second Guarantee offer is limited to market orders to buy or sell
at least 100 and up to 1,000 shares of an equity included in the S&P 100 Index and entered via the
Ameritrade Web site using Auto Routing 15 minutes after market opening and more than 5 seconds
before market close of the regular trading session. See the Ameritrade Web site for complete
details www.ameritrade.com. S&P 100 is a trademark of McGraw-Hill Companies, Inc. The
product is not sponsored, endorsed, sold or promoted by Standard & Poors, and Standard & Poors
makes no representation regarding the advisability of investing in the product.
Execution price, speed and liquidity are affected by many factors, including market volatility,
size and type of order and available market centers.
Additional Information and Where to Find It
In connection with the proposed transaction, Ameritrade filed a preliminary proxy statement
concerning the transaction with the Securities and Exchange Commission (SEC) on September 12,
2005. Ameritrade will also file a definitive proxy statement and relevant documents with the SEC
in connection with the proposed transaction. SECURITY HOLDERS OF AMERITRADE ARE URGED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free
copies of the proxy statement and other documents when they become available by contacting Investor
Relations at www.amtd.com, or by mail at Ameritrade Investor Relations, 4211 S. 102 Street,
Omaha, NE 68124, or by Telephone: 800-237-8692. In addition, documents filed with the SEC by
Ameritrade are available free of charge at the SECs web site at www.sec.gov.
Ameritrade Holding Corporation, The Toronto-Dominion Bank, and their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of Ameritrade in connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the proposed transaction is included
in the preliminary proxy statement of Ameritrade described above. Information regarding The
Toronto-Dominion Banks directors and executive officers is available in its Annual Report on Form
40-F for the year ended October 31, 2004, which was filed with the SEC on December 13, 2004, and in
its notice of annual meeting and proxy circular for its 2005 annual meeting, which was filed with
the SEC on February 17, 2005. These documents are available free of charge at the SECs web site at
www.sec.gov and 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.
TD Waterhouse Investor Services, Inc. and its affiliated clearing firm, National Investor Services
Corp., are members NYSE/SIPC and subsidiaries of TD Waterhouse Group, Inc., which is itself a
subsidiary of The Toronto-Dominion Bank.
Ameritrade, Inc., member NASD/SIPC, is a subsidiary of Ameritrade Holding Corporation.
ATI 1581 F 10/05
Frequently Asked Questions
Q:
What effect will the combination of Ameritrade and TD Waterhouse have
on me as an Ameritrade client?
A: Ameritrade and TD Waterhouse feel we can better serve our clients as a new
combined entity. This transaction allows us to combine the powerful online trading tools and
advanced technology you expect from Ameritrade, with the extensive branch network, personalized
investment services and financial advice that TD Waterhouse offers.
Q: What
kinds of changes are going to happen to my account, commissions and
services?
A: There will be no changes until the acquisition has been completed. We estimate that the transaction will be
completed by early 2006. There will be no change in your account before then.
Q: When
will you know if there will be changes?
A: There will be no information about these changes until after the transaction has closed in early
2006. We will notify you in advance of any changes to your account.
Q: When do you think changes will occur?
A: We anticipate completing the transaction sometime by early 2006. There will be no changes until
after that time and we will contact you in writing, well in advance.
Q: How will I be informed of any changes?
A: Well keep you informed. Youll always find the latest
acquisition news on this Web site, and if any changes to your account are going to be made, well
contact you in writing regarding the details. To ensure you get all information as quickly as
possible, please update your e-mail address.
Q: Will I be able to purchase AmeritradeÒ products at a local TD Waterhouse branch?
A: TD Waterhouse branches will continue to sell and service only TD Waterhouse products until
Ameritrade and TD Waterhouse are integrated under the TD Ameritrade name.
Q: Is there anything I need to do now?
A: No. Your relationship, commissions and services are unchanged.
Q: Will the features, terms and conditions of my account remain in effect?
A: Yes. Your account terms and conditions, privacy policy, commissions, rates and fees etc. remain in effect unless we
notify you of any specific changes that will affect your account. To ensure you get all the related
information, please update your e-mail address.
Q: What if I need to contact Client Services will I be able to go to a TD Waterhouse branch?
A: Please continue to contact Client Services by e-mail. Although we are very eager to offer our
clients added branch access that service will not be available until after the acquisition is
completed.
Q: Can I expect the same level of execution quality I get today?
A: There will be no change to the routing and execution of your orders at this time. Ameritrade
prides itself in quality execution. We will continue to seek best execution on your trades.
Q: Who is TD Waterhouse?
A: Marking 150 years of service to Canadians in 2005, The Toronto-Dominion Bank and its
subsidiaries (including TD Waterhouse Group, Inc.) 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 centers around the globe. TD Bank Financial
Group also ranks among the worlds leading on-line financial services firms, with more than 4.5
million online clients. The Toronto-Dominion Bank trades on the Toronto and New York Stock
Exchanges under the symbol TD. TD Waterhouse Discount Brokerage, TD Waterhouse Financial
Planning, and TD Waterhouse Private Investment Advice are divisions of TD Waterhouse Canada Inc., a
subsidiary of The Toronto-Dominion Bank. For more information please visit www.td.com.
Q: Why is the company being named TD Ameritrade if Ameritrade is buying TD Waterhouse?
A: The Toronto-Dominion Bank will be the largest single shareholder of Ameritrade after the sale
closes. The new name is in recognition of that relationship.
Q: Who will be CEO of TD Ameritrade once the transaction is finalized?
A: Joe Moglia will be the CEO of the company, reporting to the Board of Directors of TD Ameritrade.
Q: If I want to transfer my account to Ameritrade from TD Waterhouse, can I do so?
A: Ameritrade and TD Waterhouse remain in direct competition with each other for regulatory
reasons until the transaction is completed. If during that time you make an independent decision to
transfer from one firm to another that is your choice. If you choose to remain at your current firm
and the transaction is finalized, you will avoid the inconvenience of transfer and enjoy the
benefits of TD Ameritrade taking care of all the details for you when the time comes.
Q: Is TD Waterhouse being bought because it is in financial trouble?
A: No. While TD Waterhouse is a profitable and growing company, joining with Ameritrade will create
a very competitive entity, providing clients with an even better mix of products, service and value
in the financial services industry.
Execution price, speed and liquidity are affected by many factors, including market volatility,
size and type of order and available market centers.
Additional Information and Where to Find It
In connection with the proposed transaction, Ameritrade filed a preliminary proxy statement
concerning the transaction with the Securities and Exchange Commission (SEC) on September 12,
2005. Ameritrade will also file a definitive proxy statement and relevant documents with the SEC
in connection with the proposed transaction. SECURITY HOLDERS OF AMERITRADE ARE URGED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free
copies of the proxy statement and other documents
when they become available by contacting Investor
Relations at www.amtd.com, or by mail at Ameritrade Investor Relations, 4211 S. 102 Street,
Omaha, NE 68124, or by Telephone: 800-237-8692. In addition, documents filed with the SEC by
Ameritrade are available free of charge at the SECs web site at www.sec.gov.
Ameritrade Holding Corporation, The Toronto-Dominion Bank, and their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of Ameritrade in connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the proposed transaction is included
in the preliminary proxy statement of Ameritrade described above. Information regarding The
Toronto-Dominion Banks directors and executive officers is available in its Annual Report on Form
40-F for the year ended October 31, 2004, which was filed with the SEC on December 13, 2004, and in
its notice of annual meeting and proxy circular for its 2005 annual meeting, which was filed with
the SEC on February 17, 2005. These documents are available free of charge at the SECs web site
at www.sec.gov and 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.
TD Waterhouse Investor Services, Inc. and its affiliated clearing firm, National Investor Services
Corp., are members NYSE/SIPC and subsidiaries of TD Waterhouse Group, Inc., which is itself
a subsidiary of The Toronto-Dominion Bank.
Ameritrade is a Division of Ameritrade, Inc., member NASD/SIPC, and a subsidiary of Ameritrade
Holding Corporation.
ATIZ 1581 F 10/05
Frequently Asked Questions
Q: What effect will the combination of Ameritrade and TD Waterhouse have on me as an
Ameritrade client?
A: Ameritrade and TD Waterhouse feel we can better serve our clients as a new
combined entity. This transaction allows us to combine the powerful trading tools and advanced
technology you expect from Ameritrade, with the extensive branch network, personalized investment
services and financial advice that TD Waterhouse offers.
Q: What kinds of changes are going to happen to my account, commissions and services?
A: There will
be no changes until the acquisition has been completed. We estimate that the transaction will be
completed by early 2006. There will be no change in your account before then.
Q: When will you know if there will be changes?
A: There will be no information about these changes until after the transaction has closed in early
2006. We will notify you in advance of any changes to your account.
Q: When do you think changes will occur?
A: We anticipate completing the transaction sometime by early 2006. There will be no changes until
after that time and we will contact you in writing, well in advance.
Q: How will I be informed of any changes?
A: Well keep you informed. Youll always find the latest
acquisition news on this Web site, and if any changes to your account are going to be made, well
contact you in writing regarding the details. To ensure you get all information as quickly as
possible, please update your e-mail address.
Q: Will I be able to purchase AmeritradeÒ products at a local TD Waterhouse branch?
A: TD Waterhouse branches will continue to sell and service only TD Waterhouse products until
Ameritrade and TD Waterhouse are integrated under the TD Ameritrade name.
Q: Is there anything I need to do now?
A: No. Your relationship, commissions and services are
unchanged.
Q: Will the features, terms and conditions of my account remain in effect?
A: Yes. Your account
terms and conditions, privacy policy, commissions, rates and fees etc. remain in effect unless we
notify you of any specific changes that will affect your account. To ensure you get all the related
information, please update your e-mail address.
Q: What if I need to contact Client Services will I be able to go to a TD Waterhouse branch?
A:
Please continue to contact Client Services by telephone and e-mail. Although we are very eager to
offer our clients added branch access that service will not be available until after the
acquisition is completed.
Q: Can I expect the same level of execution quality I get today?
A: There will be no change to the routing and execution of your orders at this time. Ameritrade
prides itself in quality execution. We will continue to seek best execution on your trades.
Q: Who is TD Waterhouse?
A: Marking 150 years of service to Canadians in 2005, The Toronto-Dominion Bank and its
subsidiaries (including TD Waterhouse Group, Inc.) 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 centers around the globe. TD Bank Financial
Group also ranks among the worlds leading on-line financial services firms, with more than 4.5
million online clients. The Toronto-Dominion Bank trades on the Toronto and New York Stock
Exchanges under the symbol TD. TD Waterhouse Discount Brokerage, TD Waterhouse Financial
Planning, and TD Waterhouse Private Investment Advice are divisions of TD Waterhouse Canada Inc., a
subsidiary of The Toronto-Dominion Bank. For more information please visit www.td.com.
Q: Why is the company being named TD Ameritrade if Ameritrade is buying TD Waterhouse?
A: The Toronto-Dominion Bank will be the largest single shareholder of Ameritrade after the sale
closes. The new name is in recognition of that relationship.
Q: Who will be CEO of TD Ameritrade once the transaction is finalized?
A: Joe Moglia will be the CEO of the company, reporting to the Board of Directors of TD Ameritrade.
Q: If I want to transfer my account to Ameritrade from TD Waterhouse, can I do so?
A: Ameritrade and TD Waterhouse remain in direct competition with each other until the transaction
is completed. If during that time you make an independent decision to transfer from one firm to
another that is your choice. If you choose to remain at your current firm and the transaction is
finalized, you will avoid the inconvenience of transfer and enjoy the benefits of TD Ameritrade
taking care of all the details for you when the time comes.
Q: Is TD Waterhouse being bought because it is in financial trouble?
A: No. While TD Waterhouse is a profitable and growing company, joining with Ameritrade will create
a very competitive entity, providing clients with an even better mix of products, service and value
in the financial services industry.
Execution price, speed and liquidity are affected by many factors, including market volatility,
size and type of order and available market centers.
Additional Information and Where to Find It
In connection with the proposed transaction, Ameritrade filed a preliminary proxy statement
concerning the transaction with the Securities and Exchange Commission (SEC) on September 12,
2005. Ameritrade will also file a definitive proxy statement and relevant documents with the SEC
in connection with the proposed transaction. SECURITY HOLDERS OF AMERITRADE ARE URGED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free
copies of the proxy statement and other documents when they become available by contacting Investor
Relations at www.amtd.com, or by mail at Ameritrade Investor Relations, 4211 S. 102 Street,
Omaha, NE 68124, or by Telephone: 800-237-8692. In addition, documents filed with the SEC by
Ameritrade are available free of charge at the SECs web site at www.sec.gov.
Ameritrade Holding Corporation, The Toronto-Dominion Bank, and their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of Ameritrade in connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the proposed transaction is included
in the preliminary proxy statement of Ameritrade described above. Information regarding The
Toronto-Dominion Banks directors and executive officers is available in its Annual Report on Form
40-F for the year ended October 31, 2004, which was filed with the SEC on December 13, 2004, and in
its notice of annual meeting and proxy circular for its 2005 annual meeting, which was filed with
the SEC on February 17, 2005. These documents are available free of charge at the SECs web site at
www.sec.gov and 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.
TD Waterhouse Investor Services, Inc. and its affiliated clearing firm, National Investor Services
Corp., are members NYSE/SIPC and subsidiaries of TD Waterhouse Group, Inc., which is itself
a subsidiary of The Toronto-Dominion Bank.
Accutrade is a Division of Ameritrade, Inc., member NASD/SIPC, and a subsidiary of Ameritrade
Holding Corporation.
ACU 1581 F 10/05
Frequently Asked Questions
Q: What effect will the combination of Ameritrade and TD Waterhouse have on me as an
Ameritrade client?
A: Ameritrade and TD Waterhouse feel we can better serve our clients as a new
combined entity. This transaction allows us to combine the powerful online trading tools and
advanced technology you expect from Ameritrade, with the extensive branch network, personalized
investment services and financial advice that TD Waterhouse offers.
Q: What
kinds of changes are going to happen to my account, commissions and
services?
A: There will
be no changes until the acquisition has been completed. We estimate that the transaction will be
completed by early 2006. There will be no change in your account before then.
Q: When will you know if there will be changes?
A: There will be no information about these changes until after the transaction has closed in early
2006. We will notify you in advance of any changes to your account.
Q: When do you think changes will occur?
A: We anticipate completing the transaction sometime by early 2006. There will be no changes until
after that time and we will contact you in writing, well in advance.
Q: How
will I be informed of any changes?
A: Well keep you informed. Youll always find the latest
acquisition news on this Web site, and if any changes to your account are going to be made, well
contact you in writing regarding the details. To ensure you get all information as quickly as
possible, please update your e-mail address.
Q: Will I be able to purchase AmeritradeÒ products at a local TD Waterhouse branch?
A: TD Waterhouse branches will continue to sell and service only TD Waterhouse products until
Ameritrade and TD Waterhouse are integrated under the TD Ameritrade name.
Q: Is
there anything I need to do now?
A: No. Your relationship, commissions and services are
unchanged.
Q: Will
the features, terms and conditions of my account remain in effect?
A: Yes. Your account
terms and conditions, privacy policy, commissions, rates and fees etc. remain in effect unless we
notify you of any specific changes that will affect your account. To ensure you get all the related
information, please update your e-mail address.
Q: What
if I need to contact Client Services will I be able to go to a
TD Waterhouse branch?
A:
Please continue to contact Client Services by e-mail or phone. Although we are very
eager to offer
our clients added branch access that service will not be available until after the acquisition is
completed.
Q: Can I expect the same level of execution quality I get today?
A: There will be no change to the routing and execution of your orders at this time. Ameritrade
prides itself in quality execution.
Q: Who is TD Waterhouse?
A: Marking 150 years of service to Canadians in 2005, The Toronto-Dominion Bank and its
subsidiaries (including TD Waterhouse Group, Inc.) 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 centers around the globe. TD Bank Financial
Group also ranks among the worlds leading on-line financial services firms, with more than 4.5
million online clients. The Toronto-Dominion Bank trades on the Toronto and New York Stock
Exchanges under the symbol TD. TD Waterhouse Discount Brokerage, TD Waterhouse Financial
Planning, and TD Waterhouse Private Investment Advice are divisions of TD Waterhouse Canada Inc., a
subsidiary of The Toronto-Dominion Bank. For more information please visit www.td.com.
Q: Why is the company being named TD Ameritrade if Ameritrade is buying TD Waterhouse?
A: The Toronto-Dominion Bank will be the largest single shareholder of Ameritrade after the sale
closes. The new name is in recognition of that relationship.
Q: Who will be CEO of TD Ameritrade once the transaction is finalized?
A: Joe Moglia will be the CEO of the company, reporting to the Board of Directors of TD Ameritrade.
Q: If
I want to transfer my account to Ameritrade from TD Waterhouse, can I
do so?
A: Ameritrade and TD Waterhouse remain in direct competition with each other for regulatory reasons
until the transaction is completed. If during that time you make an independent decision to
transfer from one firm to another that is your choice. If you choose to remain at your current firm
and the transaction is finalized, you will avoid the inconvenience of transfer and enjoy the
benefits of TD Ameritrade taking care of all the details for you when the time comes.
Q: Is TD Waterhouse being bought because it is in financial trouble?
A: No. While TD Waterhouse is a profitable and growing company, joining with Ameritrade will create
a very competitive entity, providing clients with an even better mix of products, service and value
in the financial services industry.
Execution price, speed and liquidity are affected by many factors, including market volatility,
size and type of order and available market centers.
Additional Information and Where to Find It
In connection with the proposed transaction, Ameritrade filed a preliminary proxy statement
concerning the transaction with the Securities and Exchange Commission (SEC) on September 12,
2005. Ameritrade will also
file a definitive proxy statement and relevant documents with the SEC
in connection with the proposed transaction. SECURITY HOLDERS OF AMERITRADE ARE URGED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free
copies of the proxy statement and other documents when they become available by contacting Investor
Relations at www.amtd.com, or by mail at Ameritrade Investor Relations, 4211 S. 102 Street,
Omaha, NE 68124, or by Telephone: 800-237-8692. In addition, documents filed with the SEC by
Ameritrade are available free of charge at the SECs web site at www.sec.gov.
Ameritrade Holding Corporation, The Toronto-Dominion Bank, and their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of Ameritrade in connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the proposed transaction is included
in the preliminary proxy statement of Ameritrade described above. Information regarding The
Toronto-Dominion Banks directors and executive officers is available in its Annual Report on Form
40-F for the year ended October 31, 2004, which was filed with the SEC on December 13, 2004, and in
its notice of annual meeting and proxy circular for its 2005 annual meeting, which was filed with
the SEC on February 17, 2005. These documents are available free of charge at the SECs web site at
www.sec.gov and 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.
TD Waterhouse Investor Services, Inc. and its affiliated clearing firm, National Investor Services
Corp., are members NYSE/SIPC and subsidiaries of TD Waterhouse Group, Inc., which is itself
a subsidiary of The Toronto-Dominion Bank.
Ameritrade Plus is a Division of Ameritrade, Inc., member NASD/SIPC, and subsidiary of Ameritrade
Holding Corporation.
ATIP 1581 F 10/05