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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. 12 )*
(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.
Ellen Patterson, 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).
TABLE OF CONTENTS
Item 1. Security and Issuer
This Amendment No. 12 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, Amendment No. 6 thereto filed on April 21,
2006, Amendment No. 7 thereto filed on October 24, 2006, Amendment No. 8 thereto filed on November
21, 2006, Amendment No. 9 thereto filed on November 28, 2006, Amendment No. 10 thereto filed on
January 4, 2007 and Amendment No. 11 thereto filed on March 1, 2007 (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 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 paid by TD in connection with the Merger described in Item 4 below was
approximately $3.2 billion, all of which was provided from TDs cash on hand.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by the following:
On April 18, 2007, at the special meeting of stockholders of the Issuer, the Issuers
stockholders voted to approve and adopt the Agreement and Plan of Merger, dated as of November 19,
2006, among TD, Bonn Merger Co. and the Issuer (the Merger Agreement), which was described in
Amendment No. 8 referred to in Item 1 above. On April 20, 2007, the transactions contemplated by
the Merger Agreement (the Merger) were consummated and Bonn Merger Co. was merged with and into
the Issuer.
As a result of the Merger, (i) the Issuer became a wholly-owned subsidiary of TD; (ii) each
issued and outstanding share of Issuer Common Stock (other than shares described in clause (iii)
below, certain shares owned by direct or indirect wholly-owned subsidiaries of the Issuer and
shares held by any holder who has properly demanded appraisal rights under Delaware law) were
converted into the right to receive $32.33 in cash, without interest (the Merger Consideration);
(iii) all shares of Issuer Common Stock held by TD or any subsidiary thereof (other than shares
owned, directly or indirectly, in trust accounts, managed accounts and the like or otherwise held
in a fiduciary or custodial capacity that are beneficially owned by third parties and any shares of
Issuer Common Stock held in respect of a debt previously contracted), in the aggregate, were
converted into one fully paid and nonassessable share of common stock of the surviving corporation;
(iv) the one outstanding share of Class B common stock of the Issuer held by TD was converted into
one fully paid and nonassessable share of common stock of the surviving corporation; and (v) Bonn
Merger Co. ceased to exist. Mellon Investor Services LLC, in its capacity as disbursing agent in
connection with the Merger, will provide stockholders of the Issuer with the required documentation
and other information to submit share certificates in exchange for the Merger Consideration.
On April 23, 2007, the Issuer filed a Form 15 with the Securities and Exchange Commission to
commence the procedure to terminate the registration of the Issuer Common Stock under the
Securities Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and supplemented by the following:
(a) The information contained in Item 4 above is incorporated herein by reference.
(c) Except for purchases by Mr. Ryan as described below, neither TD nor, to the best of TDs
knowledge, any of the individuals named in Schedule 1 hereto, engaged in any transactions in shares
of Issuer Common Stock during the period between the filing of the most recent amendment to the
Statement by TD and the consummation of the Merger, as described in Item 4 above.
Mr. Ryan made the following purchases of Issuer Common Stock under the Issuers 401(k) Plan:
169 shares at $32.17 per share on March 2, 2007 and 107 shares
at $32.11 per share on March 19,
2007.