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    UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*
   

TD Banknorth Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

87235A 10 1
(CUSIP Number)

Christopher A. Montague, Esq.
The Toronto-Dominion Bank
Toronto-Dominion Centre
P.O. Box 1
Toronto, Ontario M5K 1A2
(416) 982-8222

Copy to:
Lee Meyerson, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 13, 2006
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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CUSIP No. 87235A 10 1


1.   Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

 

 

The Toronto-Dominion Bank
I.R.S. Identification No. 13-5640479

2.   Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  o
                (b)  o

3.   SEC Use Only

           

4.   Source of Funds (See Instructions) WC, OO


5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
                o

6.   Citizenship or Place of Organization
Canada


Number of
Shares

 

7.

 

Sole Voting Power
128,026,736

 

 
Beneficially  
Owned by
Each
  8.   Shared Voting Power
0
   
Reporting  
Person
With
  9.   Sole Dispositive Power
128,026,736
   
       
        10.   Shared Dispositive Power
0
   

11.   Aggregate Amount Beneficially Owned by Each Reporting Person
128,026,736

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
                o

13.   Percent of Class Represented by Amount in Row (11)
56.15%*

14.   Type of Reporting Person (See Instructions)
BK

*Percentage ownership based on 227,997,563 shares of Issuer Common Stock outstanding as of April 18, 2006, as provided by the Issuer.


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Item 1. Security and Issuer

        This Amendment No. 6 hereby amends and supplements the statement of beneficial ownership on Schedule 13D, relating to the common stock, $0.01 par value per share (the "Issuer Common Stock") of TD Banknorth Inc., a Delaware corporation (the "Issuer") initially filed on March 9, 2005, as amended by Amendment No. 1 thereto filed on March 18, 2005, Amendment No. 2 thereto filed on March 28, 2005, Amendment No. 3 thereto filed on July 18, 2005, Amendment No. 4 thereto filed on February 8, 2006 and Amendment No. 5 thereto filed on March 3, 2006 (as amended, this "Statement"), by the reporting person, The Toronto-Dominion Bank, a Canadian chartered bank ("TD"), with respect to the items set forth below.

Item 2. Identity and Background

        Item 2 of the Statement is hereby amended and supplemented by the following:

        Schedule I to the Statement is restated in its entirety in the form of Schedule I hereto.

Item 3. Source and Amount of Funds or Other Consideration

        Item 3 of the Statement is hereby amended and supplemented by the following:

        The total consideration to be paid by TD in connection with the purchase of the shares of Issuer Common Stock as described below is estimated to be approximately $405 million, provided from TD's cash on hand. The purchases made pursuant to the Issuer's dividend reinvestment program, as described in Item 5, were made from proceeds from a cash dividend paid by the Issuer, in accordance with the terms of such program.

Item 4. Purpose of Transaction

        Item 4 of the Statement is hereby amended and supplemented by the following:

        On April 13, 2006, the Issuer and Interchange Financial Services Corporation ("Interchange") entered into an Agreement and Plan of Merger (the "Agreement"), which sets forth the terms and conditions pursuant to which a newly-formed subsidiary of the Issuer will be merged with and into Interchange (the "Merger").

        Concurrently with the execution of the Agreement, the Issuer and TD entered into a letter agreement which provides for the sale of 13.0 million shares of Issuer Common Stock to TD at a price of $31.17 per share on the closing date for the Merger. The proceeds from this transaction will be used by the Issuer to fund a substantial portion of the Merger consideration.

        Consummation of the Merger is subject to a number of customary conditions, including, but not limited to (i) the approval of the Agreement by the shareholders of Interchange and (ii) the receipt of requisite regulatory approvals of the Merger and the proposed merger of Interchange's banking subsidiary, Interchange Bank, with and into the Issuer's banking subsidiary, TD Banknorth, N.A., immediately following consummation of the Merger.

        The letter agreement between the Issuer and TD is attached as an exhibit to this Statement and is incorporated in this Item 4 in its entirety.


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Item 5. Interest in Securities of the Issuer

        Item 5 of the Statement is hereby amended and supplemented by the following:

        (a)(i) As of April 18, 2006, TD was the beneficial owner of 128,026,736 shares of Issuer Common Stock, representing approximately 56.15% of the outstanding Issuer Common Stock, based on a total of 227,997,563 shares outstanding as of April 18, 2006, as provided to TD by the Issuer. Of these 128,026,736 shares, 1,500 shares are owned by a mutual fund advised by TD Asset Management Inc. ("TDAM"), an institutional investment manager and wholly-owned subsidiary of TD, in the ordinary course of its investment management business, with respect to which TDAM holds sole voting and dispositive power; such shares are not subject to the provisions of, or included in the calculation of TD's ownership limit under, the Stockholders Agreement.

        (ii) Except for Mr. Ryan, Mr. Bennett and Mr. Prezzano, none of the individuals listed on Schedule I beneficially own any shares of Issuer Common Stock. Mr. Ryan beneficially owns 1,120,944 shares of Issuer Common Stock, representing less than 1% of the outstanding Issuer Common Stock. This number includes 38,919 shares of Issuer Common Stock over which Mr. Ryan has voting power under the Issuer's 401(k) Plan and options to purchase 1,069,025 shares of Issuer Common Stock granted pursuant to the Issuer's stock option plans which are exercisable within 60 days from the date hereof. Each of Mr. Bennett and Mr. Prezzano beneficially own 4,335 shares of Issuer Common Stock, which number includes, in each case, options to purchase 2,000 shares of Issuer Common Stock granted pursuant to the Issuer's stock option plans which are exercisable within 60 days from the date hereof.

        (c) Except as described in Item 4 above and except for purchases by TD and Mr. Ryan as described below, neither TD nor, to the best of TD's knowledge, any of the individuals named in Schedule I hereto, has engaged in any transaction in any shares of Issuer Common Stock since the most recent amendment to the Statement by TD:

TD acquired, in open market purchases, 171,924 shares at $30.75 per share on March 6, 2006. TD also acquired, effective as of February 20, 2006 a total of 856,209 shares pursuant to the Issuer's dividend reinvestment program. Purchases pursuant to the dividend reinvestment program are effected by the administrator of the program.

Mr. Ryan made the following purchases of Issuer Common Stock under the Issuer's 401(k) Plan: 165.8 shares at $30.87 per share on March 10, 2006; 2.9 shares at $30.66 per share on March 14, 2006; 95.3 shares at $30.31 per share on March 22, 2006; 19.2 shares at $29.36 per share on March 31, 2006; and 17 shares at $29.42 per share on April 10, 2006.

Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer.

        Item 6 of the Statement is hereby amended and supplemented by the following:

        The information set forth in Item 4 hereof is incorporated herein by reference.


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Item 7. Material to be Filed as Exhibits.

        Item 7 of the Statement is hereby amended and supplemented by adding the following as an exhibit:

        7. Letter Agreement between the Issuer and TD, dated as of April 13, 2006 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on April 17, 2006).


SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


THE TORONTO-DOMINION BANK    

By:

/s/  
NORIE CAMPBELL      
Name: Norie Campbell
Title: Vice President, Legal

 

 

Dated: April 20, 2006

 

 

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SCHEDULE I

INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS OF
THE TORONTO-DOMINION BANK

        The following is a list of the directors and executive officers of The Toronto-Dominion Bank ("TD") as of the date of this Schedule 13D. Unless otherwise indicated, each of the directors and executive officers is a citizen of Canada. Unless otherwise indicated, the business address for each of the executive officers is: The Toronto-Dominion Bank, P.O. Box 1, Toronto-Dominion Centre, Toronto, Ontario M5K 1A2, Canada. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with TD.

Name
  Present Principal Occupation or Employment and Address
DIRECTORS    

William E. Bennett
(United States Citizen)

 

Corporate Director
55 West Monroe Street
Suite 2530
Chicago, Illinois 60603-5008

Hugh J. Bolton

 

Chair of the Board
EPCOR Utilities Inc.
EPCOR Centre
1800-10065 Jasper Ave., N.W.
Edmonton, Alberta
T5J 3B1

John L. Bragg

 

President and Co-Chief Executive Officer
Oxford Frozen Foods Limited
4881 Main Street
P.O. Box 220
Oxford, Nova Scotia
B0M 1P0

W. Edmund Clark

 

President and Chief Executive Officer
The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
M5K 1A2

Wendy K. Dobson

 

Professor and Director
Institute for International Business
Joseph L. Rotman School of Management
University of Toronto
105 St. George Street
Toronto, Ontario
M5S 3E6

Darren Entwistle

 

President and Chief Executive Officer
TELUS Corporation
8th Floor, 555 Robson St.
Vancouver, BC
V6B 3K9

 

 

 


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Donna M. Hayes

 

Publisher and Chief Executive Officer
Harlequin Enterprises Limited
225 Duncan Mill Road, 9th Floor
Don Mills, Ontario
M3B 3K9

Henry H. Ketcham
(United States and Canadian citizen)

 

Chairman of the Board,
President and Chief Executive Officer
West Fraser Timber Co. Ltd.
Suite 501-858 Beatty Street
Vancouver, BC
V6B 1C1

Pierre H. Lessard

 

President & Chief Executive Officer
METRO INC.
11011, boul. Maurice-Duplessis
Montreal, Quebec
H1C 1V6

Harold H. MacKay

 

Counsel
MacPherson Leslie & Tyerman LLP
1500 - 1874 Scarth Street
Regina, Saskatchewan
S4P 4E9

Brian F. MacNeill

 

Chairman of the Board
Petro-Canada
P.O. Box 2844, 28th Floor PCCW
150 - 6th Avenue SW
Calgary, Alberta
T2P 3E3

Roger Phillips
(Canadian and British citizen)

 

Corporate Director
c/o IPSCO Inc.
P.O. Box 1670
Armour Road
Regina, Saskatchewan
S4P 3C7

Wilbur J. Prezzano
(United States citizen)

 

Corporate Director
28 Murray Blvd.
Charleston, South Carolina 29401-2350

William J. Ryan
(United States citizen)

 

Chairman, President and Chief Executive Officer
TD Banknorth Inc.
P.O. Box 9540
Two Portland Square
Portland, Maine 04112-9540

 

 

 


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Helen K. Sinclair

 

Chief Executive Officer
BankWorks Trading Inc.
20 Adelaide St. East, Suite 1250
Toronto, Ontario
M5C 2T6

John M. Thompson

 

Chairman of the Board
The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
M5K 1A2

EXECUTIVE OFFICERS

 

 

W. Edmund Clark

 

President and Chief Executive Officer

Robert E. Dorrance

 

Group Head Wholesale Banking and Vice Chair

Bernard T. Dorval

 

Group Head Business Banking and Insurance

William H. Hatanaka

 

Group Head Wealth Management

Timothy Hockey

 

Group Head Personal Banking

Colleen M. Johnston

 

Executive Vice President and Chief Financial Officer

Robert F. MacLellan

 

Executive Vice President and Chief Investment Officer

Bharat B. Masrani

 

Vice Chair and Chief Risk Officer

William J. Ryan (United States citizen)

 

Group Head US Personal and Commercial Banking and Vice Chair

Fredric J. Tomczyk

 

Vice Chair — Corporate Operations



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SIGNATURE
SCHEDULE I INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS OF THE TORONTO-DOMINION BANK