e425
Filed by The Toronto-Dominion Bank
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: The South Financial Group, Inc.
Commission File No.: 0-15083
This filing, which includes communications sent to employees of TD Bank, Americas Most
Convenient Bank and The Toronto-Dominion Bank on September 10, 2010, may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and
comparable safe harbour provisions of applicable Canadian legislation, including, but not limited
to, statements relating to anticipated financial and operating results, the companies plans,
objectives, expectations and intentions, cost savings and other statements, including words such as
anticipate, believe, plan, estimate, expect, intend, will, should, may, and other
similar expressions. Such statements are based upon the current beliefs and expectations of our
management and involve a number of significant risks and uncertainties. Actual results may differ
materially from the results anticipated in these forward-looking statements. The following
factors, among others, could cause or contribute to such material differences: the ability to
obtain the approval of the transaction by The South Financial Group, Inc. shareholders; the ability
to realize the expected synergies resulting from the transaction in the amounts or in the timeframe
anticipated; the ability to integrate The South Financial Group, Inc.s businesses into those of
The Toronto-Dominion Bank in a timely and cost-efficient manner; and the ability to obtain
governmental approvals of the transaction or to satisfy other conditions to the transaction on the
proposed terms and timeframe. Additional factors that could cause The Toronto-Dominion Banks and
The South Financial Group, Inc.s results to differ materially from those described in the
forward-looking statements can be found in the 2009 Annual Report on Form 40-F for The
Toronto-Dominion Bank and the 2009 Annual Report on Form 10-K of The South Financial Group, Inc.
filed with the Securities and Exchange Commission and available at the Securities and Exchange
Commissions Internet site (http://www.sec.gov).
The proposed merger transaction involving The Toronto-Dominion Bank and The South Financial
Group, Inc. will be submitted to The South Financial Group, Inc.s shareholders for their
consideration. The Toronto-Dominion Bank has filed with the SEC a Registration Statement on Form
F-4 and a definitive proxy statement/prospectus and each of The Toronto-Dominion Bank and The South
Financial Group, Inc. may file with the SEC other documents regarding the proposed transaction.
Shareholders are encouraged to read the definitive proxy statement/prospectus regarding the
proposed transaction, as well as other documents filed with the SEC because they contain important
information. Shareholders may obtain a free copy of the definitive proxy statement/prospectus, as
well as other filings containing information about The Toronto-Dominion Bank and The South
Financial Group, Inc., without charge, at the SECs Internet site (http://www.sec.gov). Copies of
the definitive proxy statement/prospectus and the filings with the SEC that will be incorporated by
reference in the definitive proxy statement/prospectus can also be obtained, without charge, by
directing a request to The Toronto-Dominion Bank, 15th Floor, 66 Wellington Street West,
Toronto, ON M5K 1A2, Attention: Investor Relations, 1-866-486-4826, or to The South Financial
Group, Inc., Investor Relations, 104 South Main Street, Poinsett Plaza, 6th Floor,
Greenville, South Carolina 29601, 1-888-592-3001.
The Toronto-Dominion Bank, The South Financial Group, Inc., their respective directors and
executive officers and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding The Toronto-Dominion Banks
directors and executive officers is available in its Annual Report on Form 40-F for the year ended
October 31, 2009, which was filed with the Securities and Exchange Commission on December 03, 2009,
its notice of annual meeting and proxy circular for its 2010 annual meeting, which was filed with
the Securities and Exchange Commission on February 25, 2010, and the above-referenced Registration
Statement on Form F-4, which was filed with the SEC on August 24, 2010. Information regarding The
South Financial Group, Inc.s directors and executive officers is available in The South Financial
Group, Inc.s proxy statement for its 2010 annual meeting, which was filed with the Securities and
Exchange Commission on April 07, 2010. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, is contained in the definitive proxy statement/prospectus and other relevant materials
filed with the SEC.
THE
FOLLOWING IS A COMMUNICATION SENT TO EMPLOYEES OF TD BANK,
AMERICAS MOST CONVENIENT BANK
AND THE TORONTO-DOMINION BANK ON SEPTEMBER 10, 2010.
Daily News Brief
September 10, 2010
Compiled by Brittany Roberge, Corporate and Public Affairs
TD BANK NEWS
1. |
|
For Canadas U.S. Banks, Size Matters American Banker |
Go big or go home thats a lesson analysts are taking away from Canadian banks mixed showing in
the United States last quarter. The bigger the lender has been getting in the U.S., the better it
did here. Toronto-Dominion Bank the Canadian bank that is biggest in the U.S. had its best
quarter ever here. Its Portland, Maine, subsidiary, TD Bank, benefited from recent deals from
Florida to New Jersey. [Toronto-Dominion Banks Ed Clark is quoted.]
2. |
|
Riverside National Bank customers will switch to TD Bank Sept. 25-26
TCPalm.com (FL) |
The red, white and blue of Riverside National Bank branches throughout the Treasure Coast will turn
green Sept. 24 as signs declaring them TD Bank branches are officially unveiled. Rebecca Acevedo,
spokeswoman for TD Bank, said the unveiling will start a series of changes Riverside customers will
see, beginning with their accounts automatically switching over the weekend of Sept. 25-26 from
Riverside to TD Bank. [TD Banks Brian Ziemba is quoted.]
3. |
|
CT Community Investment Corp. gets boost to microloan program
Hartford Business Journal (CT) |
The Connecticut Community Investment Corp. is getting a $30,000 boost to its SBA microloan program,
thanks to a donation from TD Banks charity arm. The TD Charitable Foundation recently donated
$30,000 to CTCIC to support the groups eighth round of funding through the U.S. Small Business
Administration microloan program.
4. |
|
An Unexpected Win At TD Banks Penny Arcade Consumerist.com (blog) |
At some heartless banks, a malfunctioning self-serve coin counting machine could lead to lost money
and general sadness. Not at Flexos local TD Bank branch, however. A malfunctioning machine meant
$32 more in his account. Unfortunately, this windfall came at the expense of the unknown previous
customer to use the machine, to whom the $32 actually belonged.
5. |
|
Help Customers Count on You Marketingprofs.com (blog) |
How can you take what you know about your customerstheir emotions, priorities, challenges and
needsto show that you want to be there for them? Take time to think
Page 1 of 16
about it. Because if you can
do this, you earn customers who will rave and tell others about your business. [TD Bank is
mentioned.]
6. |
|
Libraries gear up for fundraising run The Hour (CT) |
Registration has begun for the citys inaugural Run Between the Libraries, a non-competitive event
designed to raise money for childrens programming at the Norwalk Public Library and bring
community members together, said childrens librarian Vicki Oatis. [TD Bank is mentioned.]
7. |
|
Judge to plaintiffs on St. Vincents: FYI, wrong court The Villager (NY) |
A federal bankruptcy judge last week canceled the State Supreme Court Freedom of Information
lawsuit for documents relating to the state Department of Healths closing of St. Vincents
Hospital. [TD Bank is mentioned.]
The following article is attached as a PDF:
8. |
|
TD Bank SpeedBiz meeting instant success Aventura News (FL) |
Faster than you can say Americas Most Convenient Bank, the new TD Bank in Sunny Isles Beach
helped create the quickest way to build business by hosting an Aventura Marketing Council SpeedBiz
meeting the short and sweet monthly networking event presented by the AMCs Small Business
Development Committee. [TD Banks Marlon Gutierrez is quoted.]
INDUSTRY NEWS
1. |
|
17 banks identified as possible takeover targets Associated Press |
Some say the wave of bank consolidation seen in the last two decades is over, but an outspoken
analyst who developed a formula for identifying banks that could be takeover targets on Thursday
listed 17 he says are ripe.
2. |
|
Issuers Less Willing to OK Credit, Research Says American Banker |
Issuers are tightening their credit criteria, according to Fair Isaac Corp. For many, the mantra
seems to be: less credit, less risk. The report, released Tuesday, said that almost half of all
creditors said they see approval criteria for credit becoming stricter.
3. |
|
Lending Drops Sharply, But Securities Holdings Only Increase Modestly
American Banker |
Bank loans have been shrinking since the first quarter of 2009, and holdings of debt securities
have filled some of the hole. But the shift to bonds has been modest (see charts) as balance sheets
overall have contracted, and cash levels specifically reserves, which can only be held by
depositories and some other entities like the government-sponsored enterprises have soared,
primarily as a byproduct of the Federal Reserves emergency programs.
Page 2 of 16
TD BANK NEWS
1. |
|
For Canadas U.S. Banks, Size Matters
By Matt Monks
September 10, 2010 American Banker |
Go big or go home thats a lesson analysts are taking away from Canadian banks mixed showing in
the United States last quarter.
The bigger the lender has been getting in the U.S., the better it did here.
Toronto-Dominion Bank the Canadian bank that is biggest in the U.S. had its best quarter ever
here. Its Portland, Maine, subsidiary, TD Bank, benefited from recent deals from Florida to New
Jersey.
Bank of Montreal, Canadas No. 2 stateside player by assets, said a revenue-boosting deal for a
failed bank helped offset commercial-loan losses at its Chicago subsidiary, Harris NA.
Royal Bank of Canadas Raleigh division, RBC Bank, meanwhile, reported another money-losing quarter
as its parent continues retooling the U.S. business by looking to shed assets. It has been losing
money on bad commercial loans in the Southeast.
Brad Smith, a managing director and the head of research at Stone-cap Securities Inc. in Toronto,
said Toronto-Dominions numbers indicate that its peers may have to be willing to invest a lot if
they want to thrive in the notoriously tough U.S. banking market. Whether they will must be
determined, he and other market watchers said. RBC Bank is in restructuring mode. Harris has said
it will not do any deals unless they add to the bottom line immediately, limiting its options for
the near future.
Canadian banks that really want to play in the U.S. and be meaningful have to do what TD did,
Smith said.
What Toronto-Dominion has done is buy a lot of small and midsize banks in a short period. It has
invested about $20 billion in the U.S. in about five years. In May, it agreed to buy South
Financial Group Inc. in Greenville, S.C., just weeks after buying three failed banks in Florida. In
2008, it bought Cherry Hill, N.J.-based Commerce Bancorp; it had first entered the U.S. in 2005,
buying half of Banknorth in Portland, Maine. It will have 1,300 branches from Maine to Florida once
the South Financial deal closes this year.
The deal making has paid off in higher loan volumes, deposits and fees: Toronto-Dominions U.S.
personal and commercial bank earnings of $276 million in its fiscal third quarter, ended July 31,
were the highest level since we entered the United States, W. Edmund Clark, the companys
president and chief executive, told analysts last week.
Harris Bank reaped rewards from buying and building, too.
Bank of Montreals purchase in April of the failed Amcore Bank in Rockford, Ill., helped boost
revenue and net interest margin of its U.S. personal and commercial bank, the reporting segment
that includes Harris and some other U.S. assets.
This offset bigger commercial real estate losses across its Midwestern footprint; Harris said it
has 331 branches in its primary markets in Illinois, Indiana and
Wisconsin. Bank of Montreals U.S.
divisions profits fell 15% from the prior quarter, to about $38 million.
Page 3 of 16
Smith said it is unclear whether Bank of Montreal is willing to make a substantial investment to
get bigger in the States with serious acquisition. The Amcore deal which included 58 branches
and $3.4 billion in deposits was relatively small, and conservative for a company that is
profitable and has nearly $400 billion in assets, he said.
William Downe, Bank of Montreals CEO, said last month that it has feelers out for a U.S.
acquisition in personal and commercial banking, or wealth management. But nothing may happen for a
long period because it has to be accretive immediately.
Royal Bank of Canadas international division which includes RBC Bank and other assets
reported a net loss of $74 million, up from a $26 million loss in the previous quarter.
Our sense is that RBC has not given up on its U.S. ambitions, analysts at CreditSights Inc. wrote
in a recent report, adding that the company may try to grow its way out of its problems through
more acquisitions eventually. It also may be trying to nurse its U.S. commercial bank through the
downturn in order to sell it at a more favorable time, they wrote.
Top
2. |
|
Riverside National Bank customers will switch to TD Bank Sept. 25-26
By Tyler Treadway
September 10, 2010 TCPalm.com (FL) |
The red, white and blue of Riverside National Bank branches throughout the Treasure Coast will turn
green Sept. 24 as signs declaring them TD Bank branches are officially unveiled.
Rebecca Acevedo, spokeswoman for TD Bank, said the unveiling will start a series of changes
Riverside customers will see, beginning with their accounts automatically switching over the
weekend of Sept. 25-26 from Riverside to TD Bank.
Were trying to make the switch as seamless as possible, said Brian Ziemba, president of TD
Banks Central Florida operations.
TD took over the 55 branches of Fort Pierce-based Riverside after it was seized April 16 by the
federal Office of the Comptroller of the Currency and taken over by the Federal Deposit Insurance
Corp.
Acevedo said TD Bank has begun mailing packets explaining the switch, as well as new TD debit and
credit cards to replace Riverside cards.
But customers cant use their TD Bank cards until the switch is made, she added.
Most Riverside checking account customers will receive a free packet of TD Bank checks to use once
the switch is made, Acevedo said.
Theres a small number of customers whose account numbers wont change and can continue using
their Riverside checks until they run out, Acevedo said. Theyll know who they are by reading the
information packets weve mailed out.
Page 4 of 16
On Oct. 3, TD branches on the Treasure Coast will adopt the expanded hours the bank touts in its
claim to be Americas most convenient bank.
Acevedo said hours will vary from branch to branch depending on the needs of the community.
The majority of our stores are open seven days a week, she said, and I expect that many here on
the Treasure Coast will be.
The banks only holidays are Christmas, Thanksgiving, New Years Day and Easter.
We were open on Labor Day, for example, Ziemba said, and well be open on Columbus Day, a
traditional banking holiday. And on Black Friday, the day after Thanksgiving when everybody starts
their Christmas shopping, well have branches open at 6 a.m.
Ziemba said the bank plans to build out some existing branches in Fort Pierce and Port St. Lucie
and add five to 10 branches along the Treasure Coast.
Were looking at a couple more stores in St. Lucie County and maybe one or two more in Martin and
Indian River counties, he said. Brevard is also a strong county for us now.
With the expanded hours and extra branches, Ziemba said the bank is trying to fill 40 open full-
and part-time positions on the Treasure Coast.
But in July, TD Bank cut 200 positions held by former Riverside employees because of overlap in
functions, mostly at the Riverside operations center in Fort Pierce, Acevedo said, adding the bank
plans to close the center.
Many of the employees in the cut positions were placed in other jobs both locally and at TD Banks
sites from Maine to Florida, Acevedo said, and we also partnered with other companies to find them
jobs.
Redefining Bankers Hours
Hours of operation beginning Oct. 3 will vary from branch to branch, but here are the typical TD
Bank hours:
Lobby
Monday-Wednesday: 8:30 a.m. to 5 p.m.
Thursday-Friday: 8:30 a.m. to 8 p.m.
Saturday: 8:30 a.m. to 3 p.m.
Sunday: 11 a.m. to 4 p.m.
Drive-through
Monday-Friday: 8 a.m. to 8 p.m.
Saturday: 8:30 a.m. to 3 p.m.
Page 5 of 16
Sunday: 11 a.m. to 4 p.m.
Top
3. |
|
CT Community Investment Corp. gets boost to microloan program
September 9, 2010 Hartford Business Journal (CT) |
The Connecticut Community Investment Corp. is getting a $30,000 boost to its SBA microloan program,
thanks to a donation from TD Banks charity arm.
The TD Charitable Foundation recently donated $30,000 to CTCIC to support the groups eighth round
of funding through the U.S. Small Business Administration microloan program. That will enable CTCIC
to continue making loans of up to $35,000 to qualified small businesses.
The microloan program targets startups as well as established businesses not quite ready for
traditional bank financing.
Each dollar donated...leverages significant additional funding from the SBA, said Mark S.
Cousineau, president of CTCIC. And because these funds are part of a revolving loan fund, the same
dollars can be lent again and again over time.
Top
4. |
|
An Unexpected Win At TD Banks Penny Arcade
By Laura Northrup
September 9, 2010 Consumerist.com (blog) |
At some heartless banks, a malfunctioning self-serve coin counting machine could lead to lost money
and general sadness. Not at Flexos local TD Bank branch, however. A malfunctioning machine meant
$32 more in his account. Unfortunately, this windfall came at the expense of the unknown previous
customer to use the machine, to whom the $32 actually belonged.
He blogged:
Im generally a fan of TD Bank and my local branchs generous operating hours, and Im also a fan
of the banks coin counting machine called the Penny Arcade. After my interesting experience last
weekend, Im an even greater (and slightly wealthier) fan. Last weekend, my girlfriend and I
counted the coins in our coin jar and took them over to the local TD Bank branch about a half mile
from my apartment. TD Bank has a coin counting machine called the Penny Arcade. It is similar to
the Coinstar machines in grocery stores, but its free to use. We pour our coins into a receptacle
at the top, and when its working properly the machine sorts and counts the money. When it is
finished, the machine prints a receipt
which we can take to the counter and exchange for cash (bills, preferably) or deposit into my
account.
Unfortunately, the machine was not working when I arrived, but there was no way to know this before
unloading our cash irretrievably into the hole in the top. I emptied my $55.00 in
Page 6 of 16
cents, nickels,
dimes, and quarters, but the machine would not count them. I made the nearest teller aware of the
problem, and a few moments later, one of the managers was on the way to offer some assistance. This
was the same young manager who opened my account at this branch a few years ago, when the bank was
known as Commerce Bank.
He opened the Penny Arcade and changed the coin collection bags, some of which had become full and
were in need of replacement. After a few moments, and with a line forming behind us, the counting
machine was working again. The manager waited with us for the machine to stop counting and spit out
our receipt. Although we deposited $55.00, the machine reported $87 and some change. Whoever was
using the machine before us must not have realized the Penny Arcade stopped counting, didnt know
how much money to expect, and was at that point missing $32 or so.
I brought this discrepancy to the managers attention almost immediately. No one had reported
missing money, and the bank was fine with providing us the full amount on the receipt. If the
rightful owner of the extra $32 comes back to the bank claiming the machine malfunctioned and
short-changed him, the bank would cover the mistake.
We left the bank with an immediate 58% return on our money a better result than just about any
investment choice I made this year, but unfortunately not likely repeatable. If, however, we
arrived at the bank any later, the individual next in line would have been the beneficiary of the
generous but unaware previous customer.
If I learned one thing from this experience, it would be that its worthwhile to count your coins
yourself before taking them to the bank to ensure the coin counting machine is working properly.
The Penny Arcade lets you guess the total value of your coins and accurate guesses are rewarded by
a prize from the teller, so even if you dont have a malfunctioning machine you could walk away
with a bag clip or a magnet.
Lest readers think I am wasting my time counting money when the machine can do it faster with the
benefit of being able to catch inaccuracies, which would in most cases be very small and not
worthwhile, I also look through the jar to find uncommon coins to gradually complete a collection.
I might as well count the money at the same time.
If I learned two things from this experience, the first would be to count the coins in advance and
the second would be that I can continue to expect satisfying and perhaps lucrative customer service
from TD Bank.
Its fun to be surprised at the coin-counting machine, but its good to have at least a vague idea
of how much money is in your change jar before dumping it into the machine.
Top
5. |
|
Help Customers Count on You
By Jeanne Bliss
September 9, 2010 Marketingprofs.com (blog) |
How can you take what you know about your customerstheir emotions, priorities, challenges and
needsto show that you want to be there for them? Take time to think about it. Because if you can
do this, you earn customers who will rave and tell others about your business.
Page 7 of 16
Its not unusual for more and more people to watch their expenses given the tougher economic
climate. For some, it means literally counting and saving coins.
TD Bank thought about the hassles of coins and came up with a great idea to help their customers.
They made the decision to be there for their customersand non-customersby installing fun to use
Penny Arcades in their bank lobbies. Loose coins go in, receipts pop out, and the bank cashier
hands you the bills, adds the value to your account or deposits it in a quickly opened new account.
And no fees! This company, beloved by their customers, did the hard work of recognizing a common
customer issue and solved it.
The Results
The good news is that its paying off for both customers and the bank. TD Bank attracted 5 million
customers and non-customers into the bank in one year to watch the Penny Arcade and experience the
service, plus possibly become a customer. And because of non-customers using the Penny Arcade,
demand for new accounts grew; TD Bank also created a faster way to open a new account. Talk about
a service magnet! Its rare anyone goes into a bank where they dont already have an account, but
this magnet drew them in. The bank knew that besides making change, it would be making friends.
TD Bank changed the perception of managing coins, visiting bank lobbies and the whole banking
experience. They made it fun and easy, and have earned the right to their customers continued
business and positive word of mouth.
Beloved Companies Are There for Customers
Being there for customer fuels the prosperity engine of beloved companies. Beloved companies think
and rethink how to conduct themselves, so they earn the right to their customers continued
business.
You want to leave customers thinking:
- Where else could I get this?
- Who else would have done this?
- I want to do this again.
Being there for the customer means identifying a customers needs and creating solutions that can
also satisfy underlying emotions. Coins are unavoidable. The collection of coins can be stressful
or annoying, and dealing with banks on their terms is the norm weve all accepted. TD Bank turned
this assumption upside down, acknowledged the stress, eliminated it, and took the banking
experience to the next level, making loose change fun to deal with and even attracting new
customers to their business as a result.
Try This
To prepare to brainstorm service magnet ideas for your company you may want to start by thinking
about experiences that really attract you as a customer and bring you back and time and time again.
What companies and experiences have you told your friends about? Whats the magnet? These examples
will give you a flavor for the exceptional moments that you want to create
Page 8 of 16
in your own business.
Now think about your customer lives and how you can be there and show you understand them and
support whats important to them.
Remember, your service magnet doesnt have to fit exactly into your line of business. For example,
Zanes Cycles has a mini coffee shop in the back of their stores that attracts customers and
noncustomers alike that share a passion for cycling.
Top
6. |
|
Libraries gear up for fundraising run
By Danielle Capalbo
September 9, 2010 The Hour (CT) |
Registration has begun for the citys inaugural Run Between the Libraries, a non-competitive event
designed to raise money for childrens programming at the Norwalk Public Library and bring
community members together, said childrens librarian Vicki Oatis.
We believe this will draw attention to both libraries and their place in our community, she said.
The event will take place Sunday, Sept. 26, at 9 a.m., beginning at Union Park. Participants will
reconvene at the main branch for refreshments, live jazz music and raffles, she said.
Oatis said the five-kilometer circuit just over three miles will connect the librarys main
branch on Belden Avenue to its South Norwalk post on Washington Street. The route itself will
highlight the citys beautiful bike path, she said, winding through Mathews Park and leading
participants by The Maritime Aquarium, whether they walk, run or nap in their strollers as their
parents push them along.
Were encouraging people to come with their families, she said.
Oatis said the event will be timed by Jim Gerweck of USA Track & Field, but participants should
feel no pressure to race. Rather, she called the event an opportunity for folks throughout the
areas to share the day and enjoy some of the citys lesser-traveled routes.
Its a way to get the community involved with the library, and we really wanted to be a part of
that, said Julie Yorty of Ridgefield, who registered to run the circuit with her husband, Ian.
Were both into fitness, and were always looking for something different.
Local corporation FactSet has stepped forward as the events main sponsor, Oatis said, with
additional support from TD Bank and MBI, Inc.
Oatis spearheaded the project earlier this year with enthusiastic backing from Chris Bradley, the
librarys assistant director. Since she joined the branch four years ago, Oatis said she hoped to
organize a run.
Registration costs $14, and all proceeds will benefit programming at the childrens library. Last
year, a budget of approximately $3,800 subsidized an end-of-summer luau, a visit from the musical
pirate Captain Papillion, assorted concerts, the StoryWalk program, craft events and the largest
expense the librarys summer reading campaign, which costs hundreds of dollars in prizes.
Page 9 of 16
"(The budget) means a lot of in-house, home-grown programs, which are great, she said. But we do
try to stretch the money as best we can.
Part of the value of a strong childrens library is the power to establish good habits that
ultimately lead to a lifelong appreciation for literature, Oatis said.
Students can learn so much here, whether theyre looking for a fun book to read on the weekend or
a book they need for homework about colonial times, she said. This room is a wealth of knowledge
for children and their families. We try to provide them with a really positive experience so
theyll remember the library as a place where they could find exactly what they needed.
Register online at www.norwalklib.org/family_run.htm
Top
7. |
|
Judge to plaintiffs on St. Vincents: FYI, wrong court
By Albert Amateau
September 9, 2010 The Villager (NY) |
A federal bankruptcy judge last week canceled the State Supreme Court Freedom of Information
lawsuit for documents relating to the state Department of Healths closing of St. Vincents
Hospital.
Bankruptcy Judge Cecilia Morris ruled from the bench on Sept. 2 that the lawsuit filed by Yetta
Kurland on behalf of the Coalition for a New Village Hospital was out of bounds because the federal
court has superior jurisdiction on all matters relating to St. Vincents Chapter 11 bankruptcy
reorganization proceedings.
The ruling canceled a scheduled Sept. 8 State Supreme Court hearing in Manhattan on the Freedom of
Information lawsuit that Kurland filed on Aug. 16. The lawsuit which names the state Department
of Health as a defendant but not St. Vincents included accusations of hospital mismanagement,
including a $300,000 golf event and $10 million in annual compensation for the top 10 St. Vincents
administrators.
Judge Morris said those accusations were an attempt to build a fraud case against hospital
administrators, an issue that belongs exclusively in bankruptcy court. Morris also noted at one
point that a forensic consultant has been hired to look into St. Vincents fiscal actions in
preparing the bankruptcy case.
Kurland said she was deeply disappointed by the ruling and called the decision unbelievable.
This is really a chilling day for freedom of information, she told reporters who covered the
Sept. 2 bankruptcy hearing in the U.S. Customs House on Bowling Green.
Kurland noted in court that the Freedom of Information lawsuit named only the state Department of
Health, representatives of which did not appear at the Sept. 2 hearing. While she acknowledged that
the department had submitted some documents the previous week
Page 10 of 16
relating to the disposition of St.
Vincents services to other healthcare providers, Kurland said the state had not fully complied
with the Freedom of Information request.
However, in response to Morriss question of what was missing from the Department of Health
submission, Kurland and her associates in the case, Thomas Shanahan and David Rankin, said they did
not know.
We dont whats there. We want any document that relates to the closure of St. Vincents, Kurland
said, adding that the New York State Legislature Freedom of Information Law, or FOIL, was intended
to promote the peoples right to know.
Rankin said the question of whether the Department of Health fully complied with the request for
documents would be for the state court to decide.
Morris, however, closed that option.
You have a fraud allegation here that doesnt belong in state court, she said.
Kurland insisted that the state court case does not have an adverse impact on the bankruptcy
proceeding and that the motivation for the Freedom of Information request does not matter.
But Morris replied, Motivation makes a difference to me.
Adam Rogoff, a bankruptcy lawyer representing St. Vincents, called the Coalition for a New Village
Hospitals lawsuit outrageous. Rogoff said the state court action was an attempt to drag the
case out of bankruptcy court into State Supreme Court. He added, It seems that theyre really
going to the court of public opinion, citing Kurlands press conference in front of State Supreme
Court when she filed the suit last month.
Rogoff also cited a submission by Shanahan in the FOIL suit that charged the bankruptcy was
shrouded in secrecy. The allegation, Rogoff said, is simply offensive and incorrect. He added
that the suit was a sideshow and an insult to the federal bankruptcy court. David Botter,
attorney for the unsecured creditors of St. Vincents, also said he was offended by the charge that
the bankruptcy was shrouded in secrecy.
Also at the Sept. 2 hearing were attorneys for TD Bank and GE Capital, major creditors who hold at
least $800 million of St. Vincents debt. One of them cited Community Board 2s support of a land
lock on St. Vincents property and said he thought the FOIL lawsuit was an attempt to block any
sale of St. Vincents real estate.
Top
The following article is attached as a PDF:
8. |
|
TD Bank SpeedBiz meeting instant success
By Bari Auerbach
September 8, 2010 Aventura News (FL) |
Faster than you can say Americas Most Convenient Bank, the new TD Bank in Sunny Isles Beach
helped create the quickest way to build business by hosting an Aventura
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Marketing Council SpeedBiz
meeting the short and sweet monthly networking event presented by the AMCs Small Business
Development Committee.
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INDUSTRY NEWS
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17 banks identified as possible takeover targets
September 9, 2010 Associated Press |
NEW YORK Some say the wave of bank consolidation seen in the last two decades is over, but an
outspoken analyst who developed a formula for identifying banks that could be takeover targets on
Thursday listed 17 he says are ripe.
Richard Bove of Rochdale Securities screened 62 banks that have more than $10 billion in assets.
From that list, he selected banks selling at less than 10 percent their asset base, and then he
chose those likely to meet new capital requirements meaning they have reserves plus common
equity of greater than 10 percent of assets.
Bove also looked for companies with high liquidity and a low level of non-performing assets, or
past-due loans that are likely to be written off.
Finally, Bove said, he eliminated some that were too large and found 17 banks he thinks are
vulnerable to takeover.
Boves mentions helped boost most of those banks stocks on a day the broader markets were also in
positive territory.
On the list are three banks based in the northeast Webster Financial Corp., Susquehanna
Bancshares Inc. and Wilmington Trust Corp.
Shares of Webster based in Waterbury, Conn., with about 180 branches in Connecticut,
Massachusetts, Rhode Island and New York gained 31 cents, or 2 percent, to $16.97 in midday
trading.
Shares of Susquehanna, a 220-branch bank based in Lititz, Pa., added 35 cents, or 4 percent, to
$9.10.
Shares of Wilmington Trust, a Wilmington, Del.-based institution that focuses on wealth advisory
services and has offices in 14 states along with overseas affiliates, rose 16 cents, to $9.21.
The banks Bove identified in the southeast have the biggest names. They include credit card
specialist Capital One Financial Corp., SunTrust Banks, Regions Financial Corp. and the smaller
First Horizon National Corp.
Shares of Capital One, based in McLean, Va., rose 82 cents, or 2.1 percent, to $39.90.
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Shares of Atlanta-based SunTrust, which has 1,675 branches throughout the Southeast, gained among
the most, rising 83 cents, or 3.5 percent, to $24.91.
Shares of Regions Financial, based in Birmingham, Ala. and with 1,800 branches stretching from
Florida to Illinois, edged up 12 cents to $7.
Shares of First Horizon National, a 185-branch bank based in Memphis, Tenn., rose 36 cents, or 3.4
percent, to $10.94.
Some well known names also appear in Boves list of midwest-based targets, including KeyCorp, Fifth
Third Bancorp and Marshall & Ilsley Corp. Smaller names in this group are MB Financial Inc. and
Citizens Republic Bancorp Inc.
Shares of Cleveland-based Keycorp, which has over 1,000 branches in 14 states, added 36 cents, or
3.3 percent, to $8.24.
Fifth Third, a Cincinnati-based bank with about 1,300 branches in the Midwest and Southeast, jumped
45 cents, or 3.9 percent, to $12.06.
Milwaukees Marshall & Ilsley, which has a scattered network stretching from Wisconsin to Arizona
to Florida, added 31 cents, or 4.5 percent, to $7.16.
MB Financial, a Chicago-based bank with about 90 branches, edged up 17 cents to $16.60. Citizens
Bancorp, a 230-branch bank based in Flint, Mich., was flat at 79 cents.
In the Southwest, Bove eyed three smaller institutions, BancorpSouth Inc., Whitney Holding Corp.
and International Bancshares Corp.
BancorpSouth, a Tupelo, Miss.-based bank with 310 offices stretching south and west to Texas,
gained 22 cents to $13.96.
Whitney Holding, a New Orleans company that operates in the five-state Gulf Coast region, added 20
cents, or 2.4 percent, to $8.43.
International Bancshares, based in Laredo, Texas, and with about 280 banking offices, rose 39
cents, or 2.4 percent, to $16.50.
Finally, Bove named two banks based in the western states, Zions Bancorporation and Cathay General
Bancorp.
Salt Lake City-based Zions, which has close to 500 branches in nine states, added 70 cents, or 3.5
percent, to $20.49.
Cathay General, a Los Angeles-based commercial bank, was the biggest gainer in the western group,
adding 62 cents, or 6.2 percent, to $10.68.
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Issuers Less Willing to OK Credit, Research Says
By Sean Sposito
September 10, 2010 American Banker |
Issuers are tightening their credit criteria, according to Fair Isaac Corp.
For many, the mantra seems to be: less credit, less risk.
The report, released Tuesday, said that almost half of all creditors said they see approval
criteria for credit becoming stricter.
In fact, during the 12 months through April, the total of new credit card accounts dropped by 17.7%
from the preceding 12 months, the company said, though inquiries for new cards fell 3%.
The economy is bumping along the bottom, its not really surprising that lenders remain very, very
cautious, said Andrew Jennings, the chief research officer and head of Fico Labs. Issuers dont
appear to be taking on new risk, and I suspect they dont fully understand the credit risk that is
yet to come.
With the mid-term elections pending in November and joblessness that remains near record highs,
Jennings said, credit card issuers are the most pessimistic.
Almost 85% of bankers who manage card units expect delinquencies to grow or stay flat, compared to
about 15% who see delinquencies declining in the next three months, the survey said.
Available credit on all U.S. consumer credit cards fell 12.2%.
The Professional Risk Managers International Association did the study in July, querying 235 risk
professionals from financial companies of all sizes.
There is clearly a lot of uncertainty going forward, and I think the risk management community is
looking out into an uncertain future, said Robert Mark, an association board member.
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Lending Drops Sharply, But Securities Holdings Only Increase Modestly
By Harry Terris
September 10, 2010 American Banker |
Bank loans have been shrinking since the first quarter of 2009, and holdings of debt securities
have filled some of the hole.
But the shift to bonds has been modest (see charts) as balance sheets overall have contracted, and
cash levels specifically reserves, which can only be held by depositories
and some other entities like the government-sponsored enterprises have soared, primarily as a
byproduct of the Federal Reserves emergency programs.
At the end of the third quarter of 2007 the last full period before the official start of the
recession debt securities accounted for 19.6% of assets at bank holding companies, banks and
savings institutions, according to data from the Fed within the range of 19% to 21.7% that
prevailed earlier in the decade.
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At the end of 2008, when loans peaked, the figure had fallen to 17.7%, and it has since rebounded
to 18.1% at March 31. (New accounting rules that forced the consolidation of securitizations
swelled loans by about $400 billion in the first quarter and lowered the portion of assets
consisting of securities by perhaps 0.4 percentage point.)
Meanwhile, the portion of assets made up of loans fell 8.7 percentage points from the third quarter
of 2007 to 47.5% in the first quarter of this year.
Cash, boosted by injections of reserves first as a part of the central banks rescue liquidity
facilities and later primarily because of massive purchases of mortgage bonds under its credit
easing program, increased 6.3 points to 7%.
(In August, the Fed announced that it would reinvest funds from holdings of maturing mortgage bonds
and agency debt in Treasuries. The decision to essentially adopt a target for the size of central
banks balance sheet, motivated by a desire to avoid a passive tightening of monetary policy amid
a weak economy, will keep reserves at their elevated level.) Mortgage bonds with government
backing, which have higher yields than Treasuries, have historically made up most of bank
securities portfolios.
With the dramatic increase in government borrowing, banks position in the Treasuries market has
remained relatively small the industry held 2.2% of federal debt in the first quarter despite
growing 170% from the end of 2008, to $259 billion at March 31. (By comparison, households
increased their direct holdings of Treasuries 186%, to $796 billion during the same time.)
Banks have always had a big presence in the markets for agency mortgage bonds and agency debt, and
after falling for a couple years through the middle of the recession, the share of the industrys
holdings of such securities climbed 2.6 points from the end of 2008 to 19% in the first quarter of
this year.
But, of course, the Fed has been the major new force in the space, with its holdings reaching 15.9%
of outstanding bonds at March 31 (and supplying the mass that is refracted in the cash on bank
ledgers).
More recent Fed data for commercial banks (second-quarter data covering the broader industry will
be published this month) indicates that the percentage of industry assets in debt securities has
continued to drift up to 20.5% for institutions with domestic charters in mid-August.
But while loans have been shrinking, banks are still fundamentally in the loan business.
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The Daily News Brief is published exclusively for the Employees of TD Bank; please do not
distribute outside the company.
The information presented may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and comparable safe harbour provisions of applicable
Canadian legislation, including, but not limited to, statements relating to anticipated financial
and operating results, the companies plans, objectives, expectations and intentions, cost savings
and other
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statements, including words such as anticipate, believe, plan, estimate,
expect, intend, will, should, may, and other similar expressions. Such statements are
based upon the current beliefs and expectations of our management and involve a number of
significant risks and uncertainties. Actual results may differ materially from the results
anticipated in these forward-looking statements. The following factors, among others, could cause
or contribute to such material differences: the ability to obtain the approval of the transaction
by The South Financial Group, Inc. shareholders; the ability to realize the expected synergies
resulting from the transaction in the amounts or in the timeframe anticipated; the ability to
integrate The South Financial Group, Inc.s businesses into those of The Toronto-Dominion Bank in a
timely and cost-efficient manner; and the ability to obtain governmental approvals of the
transaction or to satisfy other conditions to the transaction on the proposed terms and timeframe.
Additional factors that could cause The Toronto-Dominion Banks and The South Financial Group,
Inc.s results to differ materially from those described in the forward-looking statements can be
found in the 2009 Annual Report on Form 40-F for The Toronto-Dominion Bank and the 2009 Annual
Report on Form 10-K of The South Financial Group, Inc. filed with the Securities and Exchange
Commission and available at the Securities and Exchange Commissions Internet site
(http://www.sec.gov).
The proposed merger transaction involving The Toronto-Dominion Bank and The South Financial Group,
Inc. will be submitted to The South Financial Group, Inc.s shareholders for their consideration
The Toronto-Dominion Bank has filed with the SEC a Registration Statement on Form F-4 and a
definitive proxy statement/prospectus and each of The Toronto-Dominion Bank and The South Financial
Group, Inc. may file with the SEC other documents regarding the proposed transaction. Shareholders
are encouraged to read the definitive proxy statement/prospectus regarding the proposed
transaction, as well as other documents filed with the SEC because they contain important
information. Shareholders may obtain a free copy of the definitive proxy statement/prospectus, as
well as other filings containing information about The Toronto-Dominion Bank and The South
Financial Group, Inc., without charge, at the SECs Internet site (http://www.sec.gov). Copies of
the definitive proxy statement/prospectus and the filings with the SEC that will be incorporated by
reference in the definitive proxy statement/prospectus can also be obtained, without charge, by
directing a request to The Toronto-Dominion Bank, 15th Floor, 66 Wellington Street West,
Toronto, ON M5K 1A2, Attention: Investor Relations, 1-866-486-4826, or to The South Financial
Group, Inc., Investor Relations, 104 South Main Street, Poinsett Plaza, 6th Floor,
Greenville, South Carolina 29601, 1-888-592-3001.
The Toronto-Dominion Bank, The South Financial Group, Inc., their respective directors and
executive officers and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding The Toronto-Dominion Banks
directors and executive officers is available in its Annual Report on Form 40-F for the year ended
October 31, 2009, which was filed with the Securities and Exchange Commission on December 03, 2009,
its notice of annual meeting and proxy circular for its 2010 annual meeting, which was filed with
the Securities and Exchange Commission on February 25, 2010, and the above-referenced Registration
Statement on Form F-4, which was filed with the SEC on August 24, 2010. Information regarding The
South Financial Group, Inc.s directors and executive officers is available in The South Financial
Group, Inc.s proxy statement for its 2010 annual meeting, which was filed with the Securities and
Exchange Commission on April 07, 2010. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, is contained in the definitive proxy statement/prospectus and other relevant materials
filed with the SEC.
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