AMENDMENT #7 TO SCHEDULE 13D
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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. 7 )*
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Christopher A. Montague, Esq.
The Toronto-Dominion Bank
Toronto-Dominion Centre
P.O. Box 1
Toronto, Ontario M5K IA2
(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)
(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 persons 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. |
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87235A 10 1 |
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Page |
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2 |
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of |
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6 |
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1 |
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NAMES OF REPORTING PERSONS:
The Toronto-Dominion Bank |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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13-5640479 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC, OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Canada
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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129,869,311 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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129,869,311 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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129,869,311 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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56.89%* |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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BK |
* Percentage ownership based on 228,299,728 shares of Issuer Common Stock outstanding as of October 19, 2006, as provided by the Issuer.
Page 3 of 6
Item 1. Security and Issuer
This Amendment No. 7 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, Amendment No. 5 thereto filed on March 3, 2006 and Amendment No. 6 thereto filed on April
21, 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 amended and supplemented as set forth in 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:
TD currently expects that any purchases made as described in Item 4 will be funded from TDs
cash on hand.
Item 4.
Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by the following:
TD currently intends, subject to market conditions, capital conditions, general economic,
market and industry conditions and prospects and other considerations, to increase its ownership
percentage of the securities of the Issuer, possibly up to the maximum ownership level permitted by
the Stockholders Agreement of 66 2/3% of the outstanding voting securities of the Issuer. As
previously disclosed, this increase in ownership percentage could be effected by the acquisition of
additional shares of Issuer Common Stock or other securities of the Issuer directly from the Issuer
(including in connection with and/or to fund acquisitions by the Issuer of other banking
organizations), through open market purchases, in privately negotiated transactions, through a
tender or exchange offer or a merger, reorganization or comparable transaction, through exercise of
its rights under the Stockholders Agreement or otherwise. However, TD is not under any obligation
to make any acquisition of shares of Issuer Common Stock. TD may determine to acquire the full
number of shares of Issuer Common Stock that would increase its ownership percentage to the maximum
permitted by the Stockholders Agreement, some number of shares less than that amount, or no shares
at all.
In addition, as previously disclosed, TD intends to review from time to time its investment in
the Issuer and the Issuers business affairs, financial position and capital requirements. Based
upon such
Page 4 of 6
review, as well as general economic, market and industry conditions and prospects existing at
the time, TD may consider from time to time alternative courses of action as permitted by the
Stockholders Agreement. Subject to the terms of the Stockholders Agreement, these actions may
constitute a going-private transaction and/or could result in (i) changes to the board of
directors of the Issuer, (ii) changes in the capitalization or dividend policy of the Issuer, (iii)
changes in the Issuers certificate of incorporation or bylaws, (iv) delisting of the Issuer Common
Stock from the NYSE (or other national securities market or inter-dealer quotation system), (v)
termination of registration of the Issuer Common Stock pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, and/or (vi) other events comparable to those
enumerated above. Alternatively, and consistent with the terms of the Stockholders Agreement and
subject to market conditions and other considerations, TD may sell all or a portion of the
securities of the Issuer owned by TD in the open market, in privately negotiated transactions,
through a public offering or otherwise.
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 October 19, 2006, TD was the beneficial owner of 129,869,311 shares of
Issuer Common Stock, representing approximately 56.89% of the outstanding Issuer Common Stock,
based on a total of 228,299,728 shares outstanding as of October 19, 2006, as provided to TD by the
Issuer. Of these 129,869,311 shares, 800 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 TDs 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 1,218,376
shares of Issuer Common Stock, representing less than 1% of the outstanding Issuer Common Stock.
This number includes 39,803 shares of Issuer Common Stock over which Mr. Ryan has voting power
under the Issuers 401(k) Plan and options to purchase 1,164,725 shares of Issuer Common Stock
granted pursuant to the Issuers stock option plans which are exercisable within 60 days from the
date hereof. Each of Mr. Bennett and Mr. Prezzano beneficially own 6,844 shares of Issuer Common
Stock, which number includes, in each case, options to purchase 4,000 shares of Issuer Common Stock
granted pursuant to the Issuers stock option plans which are exercisable within 60 days from the
date hereof.
Page 5 of 6
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:
October 24, 2006
Page 6 of 6
SCHEDULE I
INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS OF THE TORONTO-
DOMINION BANK
Schedule I to the Statement is hereby amended and supplemented as follows:
(i) Under Directors, the following individual is added:
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Name |
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Present Principal Occupation or Employment and |
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Address |
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Irene Ruth Miller
(United States citizen and Canadian citizen)
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Chief Executive Officer and Director
Akim, Inc.
186 Riverside Drive
Apt. 10E
New York, New York 10024-1007 |
(ii) Under Directors, the information with respect to William J. Ryan and Helen K.
Sinclair is amended and restated as follows:
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Name |
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Present Principal Occupation or Employment and |
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Address |
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William J. Ryan
(United States citizen)
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Chairman 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
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Chief Executive Officer |
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BankWorks Trading Inc. |
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55 University Avenue |
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Suite 1800 |
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Toronto, Ontario |
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M5J 2H7 |
(iii) Under Executive Officers, the following individual is added:
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Name |
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Present Principal Occupation or Employment and |
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Address |
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Francis Joseph McKenna
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Deputy Chair |
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TD Bank Financial Group |
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TD Tower, 66 Wellington Street West |
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4th Floor |
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Toronto, Ontario |
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M5K 1A2 |
(iv) Under Executive Officers, the information with respect to Bharat B. Masrani is
amended and restated as follows:
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Name |
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Present Principal Occupation or Employment and |
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Address |
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Bharat B. Masrani
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Vice Chair, The Toronto-Dominion
Bank President, TD Banknorth Inc. P.O. Box 9540 Two Portland
Square Portland, Maine
04112-9540 |