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: Hudson United Bancorp
Commission File No.: 001-08660
Attached is a transcript of a presentation by The Toronto-Dominion Bank at the CIBC World
Markets Frontenac Conference on September 22, 2005.
Note on Forward-Looking Information.
These materials contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not limited to, statements
relating to anticipated financial and operating results, TD Bank Financial Groups plans,
objectives, expectations and intentions 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 TD Bank
Financial Groups management and involve a number of significant risks and uncertainties. Actual
results may differ materially from the results anticipated in these forward-looking statements.
These forward-looking statements involve certain risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated by such forward-looking statements
include, among others, the following possibilities: (1) estimated cost savings from the
acquisition of Hudson United Bancorp cannot be fully realized within the expected time frame; (2)
revenues following the acquisition are lower than expected; (3) competitive pressure among
depository institutions increases significantly; (4) costs or difficulties related to the
integration of the businesses of TD Banknorth and Hudson United are greater than expected; (5)
changes in the interest rate environment reduce interest margins; (6) general economic conditions,
either nationally or in the markets in which TD Banknorth will be doing business, are less
favorable than expected; (7) legislation or changes in regulatory requirements adversely affect the
businesses in which TD Banknorth would be engaged; or (8) factors which would result in a condition
to the transaction not being met. Additional factors that could cause TD Bank Financial Groups
results to differ materially from those described in the forward-looking statements can be found in
TD Bank Financial Groups Annual Report on Form 40-F for the fiscal year ended October 31, 2004,
which was filed with the U.S. Securities and Exchange Commission.
Additional Information About the Transaction
These materials may be deemed to be solicitation material in respect of the proposed merger of TD
Banknorth and Hudson United Bancorp. In connection with the proposed transaction, a registration
statement on Form S-4 has been filed with the SEC. Shareholders of TD Banknorth and shareholders of
Hudson United are encouraged to read the registration statement and any other relevant documents
filed with the SEC, including the joint proxy statement/prospectus that is a part of the
registration statement, because they contain important information about the proposed merger. The
final joint proxy statement/prospectus will be mailed to shareholders of TD Banknorth and
shareholders of Hudson United. Investors and security holders will be able to obtain the documents
free of charge at the SECs website, www.sec.gov, from TD Banknorth, Two Portland Square, P.O. Box
9540, Portland, Maine 04112-9540, Attention: Investor Relations, or from Hudson United, 1000
MacArthur Boulevard, Mahwah, New Jersey 07430, Attention: Investor Relations.
TD Banknorth, Hudson United Bancorp and their respective directors and executive officers and other
members of management and employees may be deemed to participate in the solicitation of proxies in
respect of the proposed transactions. Information regarding TD Banknorths directors and executive
officers is available in TD Banknorths proxy statement for its 2005 annual meeting of
shareholders, which was filed with the SEC on April 20, 2005, and information regarding Hudson
Uniteds directors and executive officers is available in Hudson Uniteds proxy statement for its
2005 annual meeting of shareholders, which was filed with the SEC on March 23, 2005. Additional
information regarding the interests of such potential participants will be included in the joint
proxy statement/prospectus and the other relevant documents filed with the SEC when they become
available.
Final Transcript
Conference Call Transcript
TD TD Bank at CIBC World Markets Frontenac Institutional Investor Conference
Event Date/Time: Sep. 22. 2005 / 10:35AM ET
Event Duration: N/A
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Final Transcript
Sep. 22. 2005 / 10:35AM, TD TD Bank at CIBC World Markets Frontenac Institutional Investor Conference
CORPORATE PARTICIPANTS
Dan Marinangeli
Toronto Dominion Bank - Financial Group EVP and CFO
CONFERENCE CALL PARTICIPANTS
Quentin Broad
CIBC World Markets analyst
PRESENTATION
Quentin Broad - CIBC World Markets analyst
Well get started. Our next presenter is Dan Marinangeli. Before joining TD Bank in 1987 Dan
worked at what is now called Ernst & Young and honed his accounting skills. He joined the TD in
1987, and has assumed a variety of responsibilities within the Group Finance function including
planning, taxation, controller, and strategy development.
He was appointed to his current position in 1999. Having obtained the corporate credit base and
created this very strong domestic retailing franchise, TD has now set its sights on building out a
U.S. retail-based platform. To touch on the opportunities that now lay in front of the bank is Dan
Marinangeli, Executive Vice President, and Chief Financial Officer of TD Bank Financial Group.
Dan Marinangeli - Toronto Dominion Bank Financial Group EVP and CFO
Thanks, Quentin. Its a pleasure to be here. Yea, right. Okay theres three things Id like to
talk about today. Basically I want to talk about our strategy for building a better bank; describe
in more depth our four key businesses; and finally give you a sense of why we think TD is different
from our peer group.
Our basic strategies are geared towards lessening the barriers to a premium PE multiple. TD trades
at about 12.5 times, next years consensus cash earnings well under the average for the TSX, and
about equal to the peer group for the banks in Canada. We think we need to address four issues in
order to get a premium PE multiple. The first one is to outperform the market vis-à-vis earnings
growth. We have to do that with a lower risk profile, and finally we have to redeploy our capital
in a way that earns satisfactory returns.
Over-riding those three items we need to encompass a sense of transparency, be consistent, do what
we say were going to do, and have strong execution skills in developing the first 3 items. I think
weve done pretty well in the first two. The third one I think is still an open point. Weve
started along the third route, of course, and I think it will always be a challenge in this
environment to redeploy capital at satisfactory rates of return.
In terms of growth, looking at our segment performance I think weve experienced exceptional
results in our Personal and Commercial bank. Its up 18% on a year-over-year basis for the first 9
months, and now represents 61% of the total cash earnings of the bank. We had solid results in our
Wealth Management businesses, especially in Canada.
TD Banknorth is a new segment starting this year representing only 4% of the banks earnings so
far. Year-to-date weve seen a slight decline in the wholesale business for reasons which Ill
discuss later. This is translated into strong earnings per share performance, 05 year-to-date,
without any significant impacts of PCL reversals, which for the most part we exclude from our core
operating earnings. Weve said in the past that we could earn in the range of 7 to 10% earnings
growth, earnings per share growth. And at 8% were right in the middle of that range.
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Final Transcript
Sep. 22. 2005 / 10:35AM, TD TD Bank at CIBC World Markets Frontenac Institutional Investor Conference
In order to make this kind of earnings growth we need to get very good strong results from TD
Canada Trust, 10% plus earnings growth. We need to get even better results from our Wealth
Management businesses, perhaps in the range of 15 to 20% growth because were not going to see very
significant growth in our wholesale businesses, TD Securities. That is very unlikely to grow more
than 10%.
So Id say basically were on track to where we want to be at this stage. Were also quite pleased
with our performance recently, especially how it compares to our peer group. Were on a
year-to-date basis; weve outperformed the peers by about 16 percentage points since 2003.
Earnings growth needs to be compared to the level of risk we take to earn that earnings. In this
regard, weve done even better. We continue to outperform our peer group in terms of return on
risk-related assets. And were doing this despite the very benign credit environment that we find
ourselves in now. This environment probably will not continue forever. And you have to wonder,
given the fact that the other banks have lower returns on the risk-related assets, you have to
wonder if theyre getting enough in fact on their corporate lending activities to cover what might
happen in the downturn in the credit cycle.
In any event, higher returns on risk-related assets, supplies capital, is growing very rapidly, and
in TDs case were currently generating about $1.5 billion each year in excess capital for
reinvestment. We estimate that our TCE ratio, the Tangible Common Equity ratio, at the third
quarter reflecting both the Ameritrade and the Hudson United transactions would be approximately
7.6%.
So then moving on to look at our four major businesses; the first one obviously, the most important
business we have is our Personal and Commercial banking business. Its been a tremendous story; in
fact, both in terms of earnings growth, and as a generator of economic profit for the bank. How
have we been doing this? Well, the strategies have been fairly simple, and weve talked about these
in the past. TD has got tremendous market share in Personal Banking, and thats a result of the
merger with Canada Trust in 2000.
But we dont have the same degree of market share in such businesses as credit cards, small
business, commercial banking. And although weve had a rapidly growing P&C insurance business in
Meloche Monnex, which is the third largest P&C business in Canada, our market share in that
business still is single digits.
So the basic strategy here is that we use our strengths, i.e. our personal market share and our
total number of personal customers to grow in the weaker areas of the bank, i.e. business,
commercial, P&C insurance and Visa.
Secondly, we continue to rework our systems in TD Canada Trust in order to produce cost savings.
Were always planning out 2 or 3 years in advance. And at TD Canada Trust IT spend is a goal, i.e.
we tell our executives to spend the money, and if they dont spend the money its bad news. Its
not something you try to cut back on, and its not something to reduce expenses in the short term.
Over time, we reinvest the savings that these systems develop and process improvements have, in
more system development and future process improvements. Were constantly looking at ways to invest
in the future growth businesses 2 or 3 years out. A good example of this would be the Meloche
Monnex business, which we invested in extensively over the last 3 years, and were seeing the
results of that very clearly in current results.
One of the great stories of TD Canada Trust is that despite significant margin declines over the
last 2 or 3 years, and this has hurt revenue growth, of course, our efficiency ratio has continued
to decline over this period. Although its getting harder to compare our efficiency results to the
other banks, because they have redefined some of their business units, we believe that on a
comparable basis, on a branch, retail branch banking basis in Canada we are the low-cost producer.
Were also starting to get some traction oops, Im one behind. Were also starting to get some
traction in our small business and commercial banking business. Our average loans and deposits in
these businesses are up about 9% on a year-over-year
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Final Transcript
Sep. 22. 2005 / 10:35AM, TD TD Bank at CIBC World Markets Frontenac Institutional Investor Conference
basis. Solid momentum building especially in deposit growth, and that is much more rapid growth than weve seen in prior periods. So thats
going to bode well for the future we think.
On the insurance side, as I mentioned, on a year-to-date basis revenue is up about 47%. Fantastic
results and shows that the prior investment strategies in Meloche Monnex are starting to bear
fruit.
So how have we done versus the peer group in retail banking? The fact that I ask that question
should give you a pretty good hint that weve done pretty well. If you look at the period from 2002
to 2004, 34% growth on our part versus 15% for the peers. And if you only want to look at the 9
months 04 to 9 months 05 were at 18% versus the peer group at 13%; very, very strong results.
Moving onto the domestic Wealth Management business, another growth opportunity for the TD Bank.
Again, our strength to address our weakness; our weakness here has been that weve had very low
penetration in the advice side of Wealth Management. Our non-discount portion of this business
though is doing very well, albeit from a small base, and its up 32% versus the same period last
year. So our non-discount brokerage, Canadian Wealth Management business, up 32%.
Obviously in our case the key is to use our very strong distribution channels being both on the
discount brokerage side, and on the branch side in retail banking to continue to build the IA, and
personal financial planner networks.
We started 2005 with 364 planners. We plan to add 100 of those; end of the year at 464. And we
started the year with 414 investment advisors, and we plan to grow that by 50 to again, 464, a
convenient number at the end of the year. Were on track for doing that. One of our strengths in
Wealth Management is our mutual fund business. It has performed exceptionally well in the past
year, and has been built on very strong investment performance. Our 4 and 5-star rated Morningstar
fund percentage at almost 40%, well in excess of what the industry is.
As well we have exceptionally strong distribution capabilities, and thats coming to the fore in
the current market. You can see that of the top four long-term sales organizations in Canada
year-to-date, three of them are banks. So obviously banks are doing well, and were doing well
within the bank group, as well.
So all in, if you look at our total Wealth Management strategy, its working well. Weve seen
strong growth in our Wealth Management business, very strong non-discount component as I mentioned
before. On the discount side, of course, the big story is our pending Ameritrade deal. And just to
give you an idea of what the Ameritrade results might look like, if you were to take the 9 months
year-to-date results for both Ameritrade and for TD Waterhouse U.S., and layer on top of that our
synergies that we announced in the deal phased in over a 2-year period, and the basic Canadian
Wealth Management businesses performing at an equal level to what they currently are, you can see
that our total Wealth Management segment should have a fairly large earnings over the next few
years.
Finally, moving onto the wholesale side of our business. This has been a success story for the TD
Bank, not from an earnings growth perspective, but from a risk reduction perspective. You can see
that so far on a year-to-date basis core underlying earnings in the wholesale bank, $436 million,
and thats on a pace slightly lower than the last year which was a strong year for TD Securities.
I think having said that, over the last 3 years earnings have been fairly stable. The key is that
weve been extracting invested capital from this business to redeploy in other parts of the bank.
So the return on invested capital, although earnings have been constant, have been very strong and
growing in the 20 to 25% range.
This has a number of implications for the bank. Firstly, TD Securities operates within a relatively
modest capital allocation, which is currently about $2.6 billion, down considerably from previous
periods. So if the capital used is lower it implies and, in fact, does mean that the risks that TD
Securities are taking is less than its been in the past as well.
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Final Transcript
Sep. 22. 2005 / 10:35AM, TD TD Bank at CIBC World Markets Frontenac Institutional Investor Conference
The key metrics we use here, as in other parts of the bank, is economic profit and return on
invested capital. And I would submit that probably this is a fairly unusual set of metrics for an
investment bank to be using. Management is aligned with the TD shareholders in this business, and
Im not sure that has always been the case in this industry in the past.
But consistent with this strategy, we continue to focus on TD Securities back to Canada where the
rest of TD Bank Financial Group has a very large and very strong presence. One of our domestic
focuses in TD Securities is the institutional equities business, and if you use Blocks rates as an
indicator of how well weve done here, you can see that weve moved from #5 to #1 in terms of Block
trades year-to-date 05. Equities are now matched with our other traditional strengths and fixed
income, but I think its still fair to say that TD Securities needs to strengthen its investment
banking business as historically weve lacked the diversified franchise that the other major firms
have had in Canada.
Evidence of the dramatic lowering of risks can be seen by looking at the risk-related assets that
the bank has in TD Securities, as well as the average invested capital numbers. On the 2002 to 3rd
quarter 05, you can see a reduction in used capital from 4.2 to 2.6 billion, and a reduction a
commensurate reduction in risk-related assets from 62 billion down to 32 billion. Obviously the
reduction in risk-related assets was a key strategy that enabled the bank to drastically improve
its capital ratios over this period.
Just a few words on TD Banknorth from TD Banks perspective. Were quite pleased with our
investment in Banknorth so far. Thats been a major strategic move for the TD Bank. It gives us
scope for higher growth in the U.S. market, and the opportunity to redeploy our capital in a
satisfactory way. As well it diversifies our sources of earnings. You can see from this pie chart
that in the third quarter of 05 our earnings mix was fairly well diversified although still
dominated by the retail banking business in Canada. TD Banknorth represented a significant portion
of the earnings this past quarter, about 10%.
The pending acquisition of Hudson United also proves that our desire to keep strong local
management, with the ability to expand in the U.S., was a key part of the deal. Without local
management on site, and without being in a footprint or a geography where expansion was possible, I
think we may have been less excited about the original Banknorth investment.
And looking at TD Ameritrade, again were very excited about this opportunity as well. TD
Ameritrade is going to be a powerhouse competitor in the discount brokerage business in the U.S.,
extremely well-positioned to participate in future consolidation, and to compete against its other
large peers. The key for us here, as well, is that the TD brand is now going to be carried
nationally even more so than it had been with TD Waterhouse across the U.S. The advertising
spending of TD Ameritrade will be higher than the ad spending in TD Waterhouse. So well have our
ads plastered effectively across the U.S. country.
It also fits very well with our overall TD Bank strategy. Weve been looking at retail businesses.
We want businesses where we compete to be strong businesses, top three in most markets. We want
them to be able to expand in their geographies, and we want a mix of business that will command a
higher PE multiple. We feel that the TD Ameritrade transaction accomplishes all those goals.
So in summary then, what does differentiate the TD Bank from its peer group? We have lower risk
than most of the banks we compete against, and this has been a conscious decision on our part.
Weve got faster organic growth than our peer group, and we dont view Canada as a slow growth
franchise because we have several important businesses where we have under-represented market share
as a result of the anomalies created in the TD Canada Trust merger. Were exploiting those
weaknesses with the strengths of our personal bank market share.
We have an incredible focus on capital management. I would say probably a stronger focus than some
of our peer groups. We optimize invested capital. Invested capital is a key metric; the creation of
economic profit is a key success factor for our businesses.
We also recognize though that in reality, this isnt a strategic games. Strategies are easy to
figure out; Andy Willis can figure it out. If he can figure it out I think its not very difficult.
Andys very willing to share his strategies with anybody who will buy the paper for $1.
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Final Transcript
Sep. 22. 2005 / 10:35AM, TD TD Bank at CIBC World Markets Frontenac Institutional Investor Conference
The key is execution, and we feel that we are we are strong at executing strategies, doing
what we say were going to do, and getting the job done. So, lastly we have a very strong,
two-pronged growth platform in the U.S. with TD Ameritrade and TD Banknorth. So, on that note that
is the end of my formal presentation. Im happy to take questions.
QUESTION AND ANSWER
Quentin Broad - CIBC World Markets analyst
Questions from the floor? I think Ive become the crutch across the crowd so Ill lead in
again, Dan. I guess on the U.S. strategy I think your very first slide or one of the first ones,
and I guess you kind of sum it up a bit at the end. But what is it about the U.S. strategy that
leads TD to believe that it is the best U.S. growth strategy of the Canadian banks? Can you kind of
identify the kind of competitive advantages that you think your strategy brings to the
organizations?
Dan Marinangeli - Toronto Dominion Bank Financial Group EVP and CFO
Sure I think there are two or three important factors here, Quentin. I think the first factor
is that we have a diversified strategy. Its not just one business; its two. Discount brokerage
industry in the U.S. is very different than banking, so we have both the discount brokerage
platform in TD Ameritrade, and the banking platform in TD Banknorth. So its diversified.
Second of all both our entries into the U.S. market have critical mass. They are large. TD
Ameritrade, in fact, by the measure of trades per trade is the largest discount broker or will be
the largest discount broker in the world. If you look at Banknorth from the size from the
perspective of critical mass, a $30 billion bank in a market, i.e. the northeast which is
consolidated. There are a lot of banks that are potentially targets to merge with or to buy. We
prove that with the United or Hudson United announcement in July. We have local management in place
which hasnt always been the case; I think from U.S. expansion strategies from other banks.
We feel that were in the businesses that we want to be in, I-retail businesses. You can expand in
the U.S. pretty quickly in the corporate lending business. It doesnt take a lot of expense or a
lot of effort to get involved in that business. The key is having a franchisable advantage doing
so. And Im not sure thats always been the case. And I think our results in 2002 might indicate
that getting involved in corporate lending in the U.S. market or the European market without an
obvious strength in doing so could cause future issues for a bank.
Quentin Broad - CIBC World Markets analyst
On the corporate lending side, you noted obviously, the heavy reduction in RWA. Is that from
an ongoing business perspective? A lot of people had hypothesized that that was going to be an
issue for the wholesale bank to continue to maintain a franchise in Canada. It doesnt seem to have
been. Has there been any additional capital put into that business to try and help maintain and
grow T securities as a multi-bracket firm in the Canadian marketplace?
Dan Marinangeli - Toronto Dominion Bank Financial Group EVP and CFO
Yes, I think we have made significant investments in Canada. We feel that as a major financial
player in this country we have an advantage to staying in Canada so were looking at less the
exotic type international products as perhaps we had done in the past, and were focusing back on
Canada. And more on the cash-based businesses, debt and equity underwriting, foreign exchange,
money market trading. These are profitable businesses, and we feel that were better suited for
those types of businesses than perhaps we are in expanding worldwide, and going against the likes
of the bold bracket firms in Europe or the U.S.
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Final Transcript
Sep. 22. 2005 / 10:35AM, TD TD Bank at CIBC World Markets Frontenac Institutional Investor Conference
Quentin Broad - CIBC World Markets analyst
Any other questions?
Dan Marinangeli - Toronto Dominion Bank Financial Group EVP and CFO
A docile lot. I guess were consistent in our message so theres no questions.
Quentin Broad - CIBC World Markets analyst
Ill wade in with one final one. The Scotia has talked about having a $575 billion
opportunity, which is their clients wealth assets at some other bank. Obviously you suggested TD
also has that opportunity to
Dan Marinangeli - Toronto Dominion Bank Financial Group EVP and CFO
Definitely.
Quentin Broad - CIBC World Markets analyst
to exploit. So can you talk to us about the one or two key things; obviously youre talking
about building out distribution but the plan is the IAs. But what really is the advantage that TD
can bring to get because obviously those customers are one assumes happily ensconced in another
a bank.
Dan Marinangeli - Toronto Dominion Bank Financial Group EVP and CFO
Probably or otherwise.
Quentin Broad - CIBC World Markets analyst
All right, lets assume theyre happily so youve got to make a big pull. What is it that
youre selling?
Dan Marinangeli - Toronto Dominion Bank Financial Group EVP and CFO
Well, we think there are some advantages to having your everyday banking business with the
same firms that you have your wealth management business with. You know we have 10 million retail
customers in Canada. That would be about the largest retail bank in Canada; perhaps tied with one
other. Weve got such an under-representation in the full service advice business that the
relationship between available customers, and actual people who can deliver service to those
customers is quite out of balance with the other banks.
So the key there is to a) increase the size of the IA in the personal financial planner networks
which were doing. Were not doing so extravagantly or were not doing so in such a way that the
quality of the IAs or planners is compromised in any way. But we are expanding.
The second thing you need is a very strong and robust system of referrals from the retail network
through the wealth channels, and we have a hierarchy of people you refer customers to in terms of
some sophistication, ability to assist in their own planning,
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Final
Transcript
Sep. 22. 2005 / 10:35AM, TD TD Bank at CIBC World Markets Frontenac Institutional Investor Conference
and the amount of money they may have
to invest from very high network wealth management products down to fairly unsophisticated planning
tools.
The key is to assess at the front line, at the branch level, what kind of person youre looking at
and what kind of channel or what kind of product that person should be referred to. We track
referrals religiously. Referrals are going up year over year in the range of 20 to 25%. We pay
retail staff for referrals. We pay them on the total amounts referred 6 months after the referral
is made so its not one of these churn and burn things. Its how much money is there 6 months
later, and we find quite often the amount of money thats in those channels 6 months later is a lot
more than was originally referred.
So its working. Were building this very methodically, I think, would be a fair statement and you
see by looking at our total Wealth business in Canada up 32% year over year. I think thats a great
success. It is on a fairly small base though I think compared to some of our competitors. I would
agree with that.
Quentin Broad - CIBC World Markets analyst
Okay.
Dan Marinangeli - Toronto Dominion Bank Financial Group EVP and CFO
Are you going to let me off the hook here?
Quentin Broad - CIBC World Markets analyst
I think I am. Thank you very much. I appreciate it. Well reconvene in about 6 minutes.
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