As filed with the Securities and Exchange Commission on January 5, 2006
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
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)
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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:
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third-party tender offer subject to Rule 14d-1 |
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| o |
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issuer tender offer subject to Rule 13e-4 |
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| o |
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going-private transaction subject to Rule 13e-3 |
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| o |
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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: o
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.