Current Report Filing (8-k)
14 September 2017 - 6:47AM
Edgar (US Regulatory)
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): September 7, 2017
TD Ameritrade Holding Corporation
(Exact name of registrant as specified in its charter)
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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 68154
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (402) 331-7856
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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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))
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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 (17 CFR 230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 7, 2017, TD Ameritrade Holding Corporation (
TD Ameritrade
or the
Company
) announced
that, in connection with the Companys pending acquisition of Scottrade Financial Services, Inc. (
Scottrade
), J. Thomas Bradley, Jr., Executive Vice President, Retail Distribution, will be leaving the Company, effective
September 30, 2017.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Safe Harbor Forward Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws. We intend these forward-looking statements
to be covered by the safe harbor provisions of the federal securities laws. In particular, any projections regarding our future revenues, expenses, earnings, capital expenditures, effective tax rates, client trading activity, accounts, stock price
or any projections or expectations regarding the proposed business combination transaction between us and Scottrade, as well as the assumptions on which such expectations are based, are forward-looking statements. These statements reflect only our
current expectations and are not guarantees of future performance or results. These statements involve risks, uncertainties and assumptions that could cause actual results or performance to differ materially from those contained in the
forward-looking statements. These risks, uncertainties and assumptions include, but are not limited to: general economic and political conditions and other securities industry risks, fluctuations in interest rates, stock market fluctuations and
changes in client trading activity, credit risk with clients and counterparties, increased competition, systems failures, delays and capacity constraints, network security risks, liquidity risks, new laws and regulations affecting our business,
regulatory and legal matters, the ability to obtain regulatory approvals and meet other closing conditions to the proposed transaction, including the completion of the merger between Scottrade Bank and TD Bank, N.A., on the expected terms and
schedule; delay in closing the transaction; difficulties and delays in integrating the TD Ameritrade and Scottrade businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in
asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the
introduction, withdrawal, success and timing of business initiatives; competitive conditions; TD Ameritrades and Scottrades businesses experiencing disruptions due to transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, customers, other business partners or governmental entities; the inability to realize synergies or to implement integration plans and other consequences associated with mergers, acquisitions and
uncertainties and other risk factors described in our latest Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the
SEC
) on November 18, 2016, in our latest Quarterly Report on Form 10-Q,
filed with the SEC on July 24, 2017, and in our other filings with the SEC. These forward-looking statements speak only as of the date on which the statements were made. We undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release, dated September 7, 2017.
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EXHIBIT INDEX
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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TD AMERITRADE HOLDING CORPORATION
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Date: September 13, 2017
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By:
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/s/ Ellen L.S. Koplow
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Name:
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Ellen L.S. Koplow
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Title:
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Executive Vice President, General Counsel
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