As filed with the Securities and Exchange Commission on January 25, 2006
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) of the
Securities Exchange Act of 1934
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TD AMERITRADE HOLDING CORPORATION
(Name of Subject Company (issuer))
THE TORONTO-DOMINION BANK
(Name of Filing Person (offeror))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
03074K100
(CUSIP Number of Class of Securities)
__________________
Christopher A. Montague, Esq.
P.O. Box 1, Toronto Dominion Centre,
Toronto, Ontario, M5K 1A2
with a copy to:
Lee Meyerson, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
[x] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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The tender offer for outstanding shares of Ameritrade common stock described in
the exhibit incorporated herein has not commenced. At the time the tender offer
is commenced, The Toronto-Dominion Bank and J. Joe Ricketts, if he participates
in the tender offer, will file a tender offer statement on Schedule TO with the
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.
2
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release of TD Bank Financial Group dated
January 25, 2006