Current Report Filing (8-k)
May 15 2020 - 3:38PM
Edgar (US Regulatory)
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0001173431
2020-05-13
2020-05-14
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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): May 15, 2020 (May 14, 2020)
TD Ameritrade Holding Corporation
(Exact name of registrant as specified
in its charter)
Delaware
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1-35509
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82-0543156
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(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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200 South 108th Avenue
Omaha, Nebraska
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68154
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code: (800) 669-3900
(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:
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x
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock - $0.01 par value
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AMTD
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The Nasdaq Stock Market LLC
Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Agreement and Plan of
Merger
As previously disclosed, on November 24, 2019, TD Ameritrade
Holding Corporation, a Delaware corporation (“TD Ameritrade”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with The Charles Schwab Corporation, a Delaware corporation (“Schwab”), and Americano Acquisition
Corp., a Delaware corporation and direct wholly owned subsidiary of Schwab (“Merger Sub”). In accordance with the terms
of the Merger Agreement, immediately prior to the effective time of the merger contemplated by the Merger Agreement, Schwab’s
certificate of incorporation will be amended as set forth on Exhibit B to the Merger Agreement (the “Charter Amendment”).
On May 14, 2020, TD Ameritrade, Schwab and Merger Sub entered
into Amendment No. 1 to the Merger Agreement (the “Merger Agreement Amendment”). The Merger Agreement Amendment revises
the Charter Amendment to reflect certain technical changes to the transfer restrictions applicable to the Parent Nonvoting Common
Stock (as defined in the Merger Agreement) and to remove the option, exercisable under certain limited circumstances, of a holder
of the Parent Nonvoting Common Stock to convert the Parent Nonvoting Common Stock to Parent Common Stock (as defined in the Merger
Agreement).
Other than as expressly modified pursuant to the Merger Agreement
Amendment, the Merger Agreement remains in full force and effect as originally executed on November 24, 2019. The foregoing descriptions
of the Merger Agreement and the Merger Agreement Amendment do not purport to be complete and are qualified in their entirety by
reference to the full text of the Merger Agreement and the Merger Agreement Amendment, respectively, copies of which are attached
hereto as Exhibits 2.1 and 2.2, respectively, and each of which is incorporated herein by reference.
Item 8.01. Other Events.
TD Ameritrade is filing certain supplemental disclosures to
the definitive joint proxy statement/prospectus filed by TD Ameritrade with the Securities and Exchange Commission (the “SEC”)
on May 6, 2020, describing the Merger Agreement Amendment and the revised Charter Amendment, a copy of which is attached hereto
as Exhibit 99.1 and which is incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
The following exhibits are attached hereto:
Exhibit No.
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Description of Exhibit
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2.1*+
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Agreement and Plan of Merger, dated as of November 24, 2019, by and among The Charles Schwab Corporation, TD Ameritrade Holding Corporation and Americano Acquisition Corp. (incorporated by reference to Exhibit 2.1 to TD Ameritrade’s Current Report on Form 8-K filed with the SEC on November 27, 2019).
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2.2
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Amendment No. 1 to Agreement and Plan of Merger, dated as of May 14, 2020, by and among The Charles Schwab Corporation, TD Ameritrade Holding Corporation and Americano Acquisition Corp.
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99.1
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Supplemental Disclosures to the Joint Proxy Statement/Prospectus, dated May 15, 2020.
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104
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Cover Page interactive Data File (embedded within the Inline XBRL document).
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_______________
* Incorporated by reference
and not filed herewith.
+ The schedules and exhibits
have been omitted pursuant to Item 601(b)(2) of Regulation S-K. TD Ameritrade agrees to furnish supplementally a copy of such schedules
and exhibits, or any section thereof, to the SEC upon request.
Important Information About the Transaction and Where to
Find it
In connection with the proposed transaction between Schwab and
TD Ameritrade, Schwab and TD Ameritrade have filed and will file relevant materials with the Securities and Exchange Commission
(the “SEC”). Schwab has filed a registration statement on Form S-4 that includes a joint proxy statement of Schwab
and TD Ameritrade that also constitutes a prospectus of Schwab. The registration statement on Form S-4, as amended, was declared
effective by the SEC on May 6, 2020 and Schwab and TD Ameritrade mailed the definitive joint proxy statement/prospectus to their
respective stockholders on or about May 6, 2020. INVESTORS AND SECURITY HOLDERS OF SCHWAB AND TD AMERITRADE ARE URGED TO READ THE
REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders
may obtain free copies of the registration statement and the definitive joint proxy statement/prospectus and other documents filed
with the SEC by Schwab or TD Ameritrade through the website maintained by the SEC at http://www.sec.gov or by contacting the investor
relations department of Schwab or TD Ameritrade at the following:
The Charles Schwab Corporation
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TD Ameritrade Holding Corporation
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211 Main Street
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200 South 108th Avenue
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San Francisco, CA 94105
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Omaha, Nebraska 68154
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Attention: Investor Relations
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Attention: Investor Relations
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(415) 667-7000
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(800) 669-3900
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investor.relations@schwab.com
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Schwab, TD Ameritrade, their respective directors and certain
of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding the directors and executive officers of Schwab, and their direct or indirect interests in the
transaction, by security holdings or otherwise, is contained in Schwab’s Form 10-K for the year ended December 31, 2019,
its proxy statement filed on March 31, 2020 and its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Information
regarding the directors and executive officers of TD Ameritrade, and their direct or indirect interests in the transaction, by
security holdings or otherwise, is contained in TD Ameritrade’s Form 10-K for the year ended September 30, 2019, as amended,
and its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Additional information regarding the participants in the
proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in
the definitive joint proxy statement/prospectus and other relevant materials filed with the SEC.
No Offer or Solicitation
This communication is not intended to and
shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
SIGNATURE
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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TD AMERITRADE HOLDING CORPORATION
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Date: May 15, 2020
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By:
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/s/ Stephen J. Boyle
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Name: Stephen J. Boyle
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Title: Interim Chief Executive Officer
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