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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 25, 2006
TD Ameritrade Holding Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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0-49992
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82-0543156 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 4211 South 102nd Street |
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| Omaha, Nebraska
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68127 |
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(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 (see General
Instruction A.2.):
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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-4(c)) |
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
In a notice dated February 10, 2006, TD Ameritrade Holding Corporation (“TD Ameritrade”) notified
its directors and executive officers that, in connection with the anticipated tender offer required
to be made by The Toronto-Dominion Bank pursuant to a stockholders agreement, dated June 22, 2005,
among TD Ameritrade, The Toronto-Dominion Bank and certain other parties, a blackout period with
respect to the Ameritrade Holding Corporation Associates 401(k) Profit Sharing Plan (the “Plan”)
will be in effect in the event 50% or more of the participants in the Plan who hold shares of TD
Ameritrade common stock in their Plan accounts accept the tender offer. In the event of a
blackout, TD Ameritrade anticipates the blackout will begin following
acceptance of the tendered shares and end approximately five to seven business days
thereafter.
A copy of the notice is attached 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
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(d)
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Exhibits |
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99.1
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Notice to Directors and Executive Officers regarding Plan Blackout Period |
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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.
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| Dated: February 10, 2006 |
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TD AMERITRADE HOLDING CORPORATION |
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By:
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/s/ John R. MacDonald |
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John R. MacDonald
Executive Vice President,
Chief Financial Officer and Chief
Administrative Officer |
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